A Talespin Halloween
by James7912b
Summary: How will Don Karnage sneak into Cape Suzette and plunder the Museum of Fine Arts during a gala costume ball? Easy! By going as himself.
1. Cancelled

"_Halloween is huge in my house and we really get into the 'spirits' of things"-Dee Snider_

**Louie's-**

_"The Pacific Weather Service is reporting that a major storm will be hitting the region on the 31__st__. Typhoon Louie is expected to stay in the region for 48 hours and bring with it gale force winds, heavy rains, as well as rough seas. All travel through the region is expected to be disrupted and ships and aircraft are being asked to take alternate routes to their destinations. Once again, Typhoon Louie is expected to bring severe weather patterns to the region and all travelers are asked to avoid the area. This has been a bulletin from the Pacific Broadcasting Service, and now back to our regularly scheduled programming."_

The bulletin was followed by the music of the Glenn Tiller Band which opened up with the vibrant sounds of its brass instruments.

The sound of the music did nothing to cheer up Louie, "Typhoon Louie? Is this some kinda bad joke?"

"I think it's a coincidence Louie," said one of Louie's waiters, a monkey named Ray.

"Typhoon Louie is gonna ruin my annual Halloween Party!" lamented Louie, "Its gonna be here on the 31st!"

"Heya Louie can't wait for the party?" asked Baloo in a loud voice as he walked into the club, The pilot hadn't heard the radio broadcast and had no idea about the approaching storm.

"Party's gonna be canceled cuz."

Baloo looked at Louie with a smile, "What's the punch line buddy?"

"There is no punch line Baloo, there's a Typhoon heading this way and it's going to ruin my party!"

Baloo's smile disappeared, "A typhoon?"

"Yeah, Typhoon Louie if you could believe that," said Louie with disgust.

"What am I gonna do for Halloween!" Baloo said in a panicked voice.

"What are you gonna do? What am I gonna do!"

Both friends were completely shell-shocked from the realization that the annual Halloween Party was going to be canceled. The big bash was a staple of Louie's nightclub ever since the club first opened its doors. Louie's parties were well known throughout the entire Pacific and people came from far and wide to party the night away to music, games, Krakatoa Specials, and all manner of drinks. Within the first hour of the party, everyone would be seeing 'spirits'. But now with a major storm baring down on them, the terrible realization that the party was going to be canceled hit them full blast.

"NOOOO!" Roared the best friends as they threw their arms around one another and wailed miserably.

"This means I'm not gonna have any fun!" said Baloo.

"At least you got Cape Suzette, I got to stay here and batten down the hatches!"

Baloo thought about it: Louie was right; at least he wasn't going to have to deal with the bad weather. He'd be safe in Cape Suzette and maybe could salvage the holiday, but his poor friend was going to be stuck out here on his island.

"You know Louie, you and the guys can head out to Cape Suzette with me."

Louie thought about his friend's offer; he could easily load up on the _Sea Duck _and fly away from the storm, but that'd be chicken. He wasn't one to leave his beloved island and nightclub alone when things took a turn for the worse. He proved this time and time again, most recently when a down on his luck executive for Khan Industries had tried to take over his island. No way, no how was Louie going to leave his home now.

"Thanks Baloo but ol' Louie is just gonna stay put right here and laugh in the face of this storm," said the orangutan with a smile, "It's gonna take a lot more than some wind and rain to stop me."

"Well ol' buddy let me help you guys batten down your hatches before I fly out…after we have a Krakatoa Special!"

**Higher for Hire-**

Rebecca sat at her desk and scribbled the names of potential dates onto a sheet of paper. She had been invited by her good friend Erin Foxglove to go with her and her new husband Taylor to a gala costume ball that was being held at the Cape Suzette Museum of Fine Arts on Halloween night. Taylor's aunt and uncle were part of the Museum's staff and had thought up the event as a way to drum up support from the museum's benefactors as well as to bring publicity to the museum. She had happily agreed to go with her friends on a double date once she heard Erin mention that it could be a good way to advertise Higher for Hire. All she needed now was a costume…and a date.

She looked at her list and took note of all of the names: Jymm, Mark, Karl, Michael, Christopher, Ken, and a few others and noticed that all were busy and or unavailable for that night. She frowned as she realized that she was dateless.

"I never used to have this problem," she said to herself and then watched as Wildcat walked into the office.

"Hiya Miss Cunningham!" said the cheerful lion as he carted in the office's refrigerator. The appliance had been on the fritz lately and had been leaking water all over the floor, "The fridge is all fixed!"

"Thanks Wildcat, what was the problem with it anyway?"

"Oh nothing big, just a short in the Freon compressor and a bad seal is all."

"That's good."

"Yeah the seal was barking and the Freon I added wasn't free! They should change the name from Freon so people won't think it's free!"

Rebecca laughed at the loopy mechanic, "It's called Freon because that's the chemical's name for it," she said but was interrupted by the phone, "Higher for Hire, Rebecca Cunningham speaking."

Wildcat watched as his boss spoke to her friend Erin and explained that she was having no luck in finding a date for Halloween night. He watched as she said 'bye' and hung up the phone.

"Can't find a date Miss Cunningham?"

"Not yet Wildcat, but I'm sure I'll find one. Say got anything going on for Halloween?"

"Oh I got lots going on Miss Cunningham!" said the lion, "I got to carve some jack o'lanterns, give out candy, and find a costume. All I have is a birthday suit and that won't do!"

"Hmmmm, so you're just going to stick around here?"

"Yup, it'll be scary out there with all those ghosts and witches running around!"

"Wildcat, would you mind doing me a huge favor?" asked Rebecca with a smile.

"Uh, you want me to be your date?" asked the wide-eyed mechanic.

"Oh no not that," she laughed at the possibility of showing up at the ball with Wildcat as her date. The lion was a friendly person and she liked him very much, but something told her that he wouldn't be the ideal date. Besides, his plans had him staying here for the night which would be perfect. "Actually I was wondering if maybe you could watch Molly and take her to do a little trick or treating before it gets too late in the evening."

"Oh I could do that Miss Cunningham," said Wildcat with a smile.

"Good, I'll cook you both a good dinner and I'll give you a day off for watching her."

"I could use a day off, Baloo and I were talking about heading over to Veronica Lake to do some fishing," the lion paused a moment then continued, "I still need a costume."

"How about that scientist outfit that you wore a few months back?" She was speaking in regards to the get up that he had worn when Baloo had tried to convince her that he was on a spaceflight to Mars. That evening had turned into a fiasco when some paranoid Army Colonel named Grogg had taken things way too seriously and had shown up. The hapless colonel had embarrassed himself and had been temporarily demoted by his general uncle.

"That's a good idea, I have that outfit somewhere around here," said the lion who rubbed his chin in thought and added, "I'm going to go and look for it."

Rebecca watched as the mechanic left and then glanced back at her list of names. There was one person who she could ask but he was supposed to be attending a Halloween party.

**Cape Suzette Elementary School-**

"So what time are we heading out guys?" asked Felix Hipp as he and the rest of the Jungle Aces congregated at their usual table in the school's cafeteria.

"I'm saying we meet up as soon as it gets dark," said Kit Cloudkicker to his friend.

"Ernie was saying he wanted to meet up at the clubhouse at sunset," said Bert McCrane.

"I figured he'd want to go as soon as possible," said Sam Hopson who added, "My parents may make me have dinner first so I don't know if I can make it then.

"I still have to stop by Oscar's house and see if his mom will let him come with us," said Kit.

"Mrs. Vandersnoot is gonna smother Oscar," said Bert.

"Hiya fellas," called Ernie as he sat down next to Kit, "I got this great idea."

"What is it Ernie?" asked Sam.

"Instead of just hitting up houses like other kids we're gonna hit up part of downtown."

"A lot of businesses are giving out candy aren't they?"

"Yup Sam, they sure are and we're gonna hit em' up!"

"Then we're going to some residential neighborhoods," added Kit. He and Ernie had already made a plan for their trick or treat run.

"Kit and I have it all planned out fellas," said Ernie.

"We could even drop by the Fine Arts museum, I hear there's a costume ball there and they may have candy too," said Kit.

"Who'd you hear this from?"

"From Miz Cunningham."

"I guess even grownups can have fun on Halloween," said Felix.

"Aw, they won't have as much fun as we're going to have!" said Ernie, "Now, school needs to let out soon so I can finish my costume."

"Bullethead?" ventured Bert.

Ernie smiled a toothy grin as he thought of his costume. He got the idea after reading a book by an author named Dumas. He immediately liked the book and decided to make his very own costume based on the book's illustrations of the characters. "You'll see!"

As Ernie grinned Kit thought to himself, _I wonder what he has up his sleeve._

**Nearing Cape Suzette-**

Baloo had lifted off from Louie's an hour and a half earlier and was now less than an hour from Cape Suzette. He was still down about the cancellation of the Halloween party and was trying to think of what he would do for the holiday. Kit was going out with his friends and Wildcat was planning on handing out candy. As for Rebecca, well he didn't have much of an idea about what his boss was going to be doing. He had heard her mention something about going with some friends to a museum or something but who celebrated Halloween at a museum?

Baloo reached into a compartment and withdrew an orange soda. He opened the bottle and took a long chug from it and savored the taste. The soda brightened his demeanor and he smiled. "This is the life!"

As he lay back in his seat and took another drink something darted in front of the _Sea Duck _in a blur of motion. The blur was followed by another blur which Baloo realized was a fighter plane. He identified the planes as Drumman F4F Skycats. The planes bore the markings of the Usland Navy.

"_Attention Conwing L-16, this is Flight 17 from the USLS (_Usland Ship) _Yorktown, be advised that there are air pirates in the vicinity and that you are to make a fast egress from the area, over."_

"Fast egress?" Baloo replied over the radio.

_"That means to get outta Dodge!" _

As soon as the pilot answered gunfire erupted from behind the _Sea Duck _and hit the plane.

"Great just what I didn't need!" Baloo said as he took his plane in a dive toward the water. He guzzled the remaing soda and tossed the empty bottle out the window.

Two air pirate fighters dove toward him with gun blazing. Another 4 fighters moved to engage the Navy planes.

_"Hey Baloo, this is Maddog. Bet you didn't think we'd try something as gusty as this!"_

"Gutsy no, dumb yes!"

_"The Captain is gonna be so happy that I showed up you and the Navy!"_

"Something tells me he's not gonna be happy at all," answered Baloo with a laugh.

_"Why you say that?" _asked Maddog as he fired again at the _Sea Duck _as it flew over the waves at a height of only 30 feet.

"Why don't you try looking around Maddog?"

Up in his plane Maddog let up on the trigger and looked around for what Baloo was talking about. It didn't take long for him to spot the rapidly approaching fighter planes.

"YIKES!" Maddog cried as he realized that he and his comrades were going to be outnumbered.

Baloo watched as 10 more F4Fs came out of the east and headed for the hapless air pirates. It looked as if Maddog's plan on impressing his boss was going to fail miserably. With a laugh he wished the Navy pilots good luck and continued onto home.

**Higher for Hire-**

"Hi Papa Bear!" Kit said as Baloo brought the _Sea Duck _to a stop and jumped out.

"Hiya Lil Britches how was school?"

"Ah you know, the usual, grammar and pop quizzes. How was your run?"

"Ah you know, the usual, cargo and air pirates."

Both laughed and walked inside the building.

"How bad were the air pirates?"

"Maddog tried to impress his boss by attacking me and two Navy pilots."

"How'd that work out for him?"

"Not too good, the rest of the fighter squadron showed up in the nick of time."

"HAHA, that's great but I'm surprised that Maddog would try something so daring."

"Me too."

"So getting ready for Louie's big party?"

Baloo's demeanor went south with the mention of the party, "There's a problem that came up."

"What's that Papa Bear?"

"It got canceled," Baloo said glumly.

"Why?" asked the boy with genuine amazement.

"You're not gonna believe this Kit, Louie's party was canceled by Typhoon Louie."

"You're kidding right?"

"Nope. Crazy huh? Typhoon Louie of all names!"

"Talk about a coincidence," said Kit, "What's Louie going to do then. What are _you _going to do then?"

"Louie and his guys are going to ride it out and as for me, uh well, I'll figure something out."

"Maybe you should dress up and go out on the town," suggested the boy with a bright smile, "Me and the guys are going to go trick or treating."

"I remember those days," Baloo said as he fondly recalled going door to door on Halloween, "I ate so much candy that I became my dentist's best friend!"

Kit giggled, "I don't plan on eating _that _much candy!"

Their conversation was interrupted by Rebecca, "Oh good you're back!"

"Happy to see me?" Baloo asked with a laugh.

"Actually yes," Rebecca said with a smile, "I have a question to ask you..."

**The Iron Vulture-**

Maddog and his fellow pirates arrived back on the _Iron Vulture _with their tails between their legs. He had just wanted to impress the Captain and the others by taking on two Navy fighters and the thought that there was an aircraft carrier battle group known to be in the vicinity hadn't crossed his mind. He was dreading what the captain would do when he saw him. Thankfully no planes had been downed, but three of the fighters had sustained heavy damage.

"So how did your little adventure go Maddog?" asked Hal with an unfriendly laugh.

"Don't worry about it Hal, at least I went out instead of staying around here!" said Maddog in annoyance.

"The captain stayed back, are you going to talk like that to him?" Hal challenged.

Maddog was about to reply when Will approached him and said, "The captain wants to see you."

Maddog gulped and Hal snickered. The other pilots that had accompanied Maddog on his ill thought out mission scattered off.

"Did he say what it was about Will?"

Will lit a cigar, took a puff, and said, "Nope, but he's got Dumptruck and Gibber up in the bridge and he told me to come and get you as soon as you got back."

"Is he mad?" asked Maddog with barely contained nervousness in his voice.

"No he's actually in a good mood."

"Really?"

"Yup, he's got something up his sleeve I think. Plus he's happy about a boat we swiped yesterday."

"OK, lead the way Will."

Maddog followed the second mate down the ship's central corridor toward the captain's quarters. He was surprised that Don Karnage hadn't gotten on the radio and berated him for his decision to attack the Navy planes. He had hoped that an act of bravery, which wasn't something he committed often, would make the captain pleased and that he would be rewarded. The fact that the captain hadn't gotten on the radio made him wonder how important whatever the captain had up his sleeve was. _Maybe he won't get mad at me!_

**Louie's-**

Louie sat behind his bar and dug into the Krakatoa Special that he had made for himself in an effort to brighten his spirits. He was feeling blue about the cancellation of the party and needed to make himself feel better and ice cream could be just the thing. He took a bite and savored the sweet treat. He looked around at his club and his workers and saw that the place was as prepared as possible for the typhoon. They had spent the past few hours shoring up the windows and doors and now they all were taking a much needed break.

"Think it'll hold up Louie?" asked Ray.

"It better, I had to cancel my party for this so it better hold."

"What are we going to do in the meantime?"

"Well I was thinking I might try and make a bigger better Kratatoa Special!"

With that the orangutan went to work on his latest creation.


	2. What are You doing for Halloween?

_"Clothes make a statement_. _Costumes tell a story."-Mason Cooley_

**Higher for Hire-**

Baloo answered Rebecca's question without hesitation, "Louie's party was canceled." As soon as the bear mentioned it he realized his mistake and knew that Rebecca had an opening.

"Too bad his party was canceled, but I don't remember you mentioning anything about a party in the first place."

"Well, it uh, it kinda slipped my mind," Baloo answered with an awkward smile.

"Well if you're not going to his party then I was wondering if you could do me a small favor." Rebecca said with a shy smile.

"What kinda favor?" Baloo asked. He knew that a small favor from Rebecca translated into a big favor in his definition.

"Well you see there's this party Halloween night…"

Baloo's ears pricked up at the mention of the word 'party', "Did you say party?"

"Uh Baloo, I think she means," Kit started but was cut off by Rebecca.

"Yes Baloo, it's a costume party and there's going to be free food and beverages and it'll be a lot of fun!"

"Free food and beverages?" Baloo said as he unconsciously licked his lips."

"Baloo…" Kit said and was interrupted again by Rebecca.

"Yes, I was thinking that you could use some time off to go fishing and, well I could use a date."

The word 'date' caught his attention, "Whoa, whattya mean 'date' huh?"

"Well my friend Erin and her husband Taylor, remember them from Kit's custody hearing and the New Year's Eve Party a while back ago?"

"Yes I remember them, I flew them around on a tour of the town didn't I?"

"Yes you did. Well Taylor's aunt and uncle are part of the Museum of Fine Arts staff and are holding a costume party for Halloween so they can drum up support and Erin and Taylor asked if I'd like to go and bring a date and well seeing as you're free that night…"

"You want me to go to some costume party with you?"

"Yes," Rebecca said a little too quickly, "I mean it beats sitting around here doing nothing."

"Baloo," Kit said and this time tugged at the pilot's arm.

"What is it Lil Britches?"

"I was trying to tell you that she wanted you to be her _date, _but she mentioned it before I could say anything," the cub said, "I was trying to warn you in case you didn't want to go."

"Thanks Lil Britches!"

"Kit!" Rebecca protested.

"Sorry Miz Cunningham, I gotta to look out for _my _pilot!" the smiling boy said.

"Just how I gotta to look out for _my _navigator!" said Baloo with a smile directed at the boy.

"OK I see it's two against one, well don't worry about it Baloo I'll find a date." Rebecca said dismissively.

Both bear and cub realized that they had inadvertently upset their boss.

"Uh, sorry Miz Cunningham," Kit said glumly as he pulled off his red and blue ball cap.

"Now wait a minute! I never said that I wouldn't go with you!" Baloo said. He wasn't about to let an opportunity to take time off and fish slip away even if it meant going to some costume party with a bunch of people who were probably about as fun and exciting as a root canal.

"So you wouldn't mind going with me?"

"Well we're friends and friends help each other out, besides Typhoon Louie kinda ruined my plans."

"Typhoon Louie? You're kidding, that's the reason the party is canceled?"

"Yup, ironing huh?"

"Ironing?" Rebecca asked questioningly then realized what Baloo meant, "Oh! Ironic you mean."

"Something like that."

"Well the party starts at 8 p.m. Halloween night and you'll need a costume."

"It's almost Halloween and it'll be hard to find one," Baloo said taking note of the calendar on the wall that showed that today was October 30th.

"We'll figure something out."

"What are you going as?"

"Oh you'll see, oh and I'm assuming that aside from going with me to help me out you're going for the time off," she laughed.

"Well me and Wildcat and Kit have been talking about it."

At the mention of Kit's name she looked over to the cub, "I'm glad you wanted to help Baloo out by making sure he knew what he was getting into Kit."

"Really?"

"Yes, if someone offered me something like this I'd be skeptical too," she said and smiled at the boy.

Kit smiled back and was secretly glad that his efforts to warn Baloo had failed. He thought that maybe Baloo and Rebecca could hit it off. Over the past few months he had secretly entertained the thought that the two might wind up getting married. If they did then it would be like having a real family which is the one thing that he had longed for in his life. He didn't realize that he was smiling absentmindedly.

"What's with the smile Lil Britches?" Baloo asked with a puzzled look.

Baloo's question snapped Kit out of his reverie, "Uh, nothing Papa Bear! Well I gotta run and do some homework that I don't want to spend all day doing! I guess I should've done it the other day!"

Rebecca and Baloo watched as the cub scampered up the steps to the room that he and Baloo shared.

"I wonder what was on his mind." Baloo said.

"Who knows what thoughts go through kids heads these days," Rebecca answered with a laugh.

**The Iron Vulture-**

Maddog nervously followed Will into Don Karnage's quarters. He was hoping that the captain wouldn't get after him about the incident with the Navy. The pair walked into the plush office and saw that their leader was sitting at his desk.

"Ahhhhh, good you are here Maddog," Karnage said with no trace of hostility in his voice, "Now I can tell you of my latest genius plan."

"We're going to plunder something?" Maddog asked.

"Oh yes Maddog," Karnage said and then addressed the others, "My loyal minions, I have conceived of a brilliant plan to get us into Cape Suzette and plunder the Fine Arts Museum of its valuables! I have heard about it and the riches there on the radio."

"Capt'n, der didn't we try getting into Cape Suzette before?" asked Dumptruck.

"Yes."

Gibber whispered into Karnage's ear.

"No fool! We will not get there like we did before! I will not fail! We will enter the city by being the sneaky-types!"

"How's that Capt'n," asked Will.

"We have a boat that we have stolen and we will sail into the harbor."

"But we might be seen Capt'n," Maddog said.

"Ah now for the genius of my plan," Karnage said with a devious smile, "What do the authorities normally look for?"

"Uh, us?" ventured Maddog who had a finger on his chin as he was thinking of his answer.

"But what if people dressed in costumes…pirate costumes?"

"Then they'd arrest them all?"

Karnage sighed in disappointment, "Dios mio, on Halloween people dress in all kinds of costumes and pirate costumes are popular. So we are going to walk right into the city and blend in. No one will ever suspect that we will be hiding in plain sight! The police will think that we would never ever be so bold and that is why we will be able to walk right in! They will think that we are regular, boring citizens!"

"OK," Maddog said skeptically.

"The genius of my plan is that no one will ever suspect this!"

Gibber smiled, _For once he actually came up with a pretty good idea!_

"This is a crazy idea Capt'n," said Will, "So crazy it might just work!"

"Gentlemens, we will celebrate Halloween night by plundering riches!" Karnage laughed maniacally.

Karnage's underlings joined in on the laughter. Halloween was going to be their night out on the town.

**Higher for Hire-**

Baloo was beginning to second-guess his decision to go as Rebecca's date. He knew that upper-crust type people attended gala balls, not some middle-class guy like himself. How was he supposed to act around them? Besides, he still didn't have a costume. That meant that he'd need to go out and find one. Halloween was the next day and more than likely the shelves at the costume stores were bare.

He walked into his room and glanced at Kit who lay on his stomach doing did his homework. "Say Kit, wanna take a break from yer homework?"

"Sure Baloo!" the cub said, "Are we going to go and do a cargo run?"

"Naw, I was wondering if you want to help me find a costume."

Kit smiled at the thought of spending time with his Papa Bear and costume shopping might be fun. "Let's go!"

A half an hour later the two stood in the costume section of Richelieu's Department Store. The section had been set up at the end of September in anticipation of Halloween. Unfortunately the shelves had largely been picked through.

Baloo took one look at the shelves and said, "This doesn't look good."

Kit saw what Baloo was talking about: most of the remaining costumes were for kids and those that were for adults were too small for Baloo.

"They don't got anything in your size," said Kit.

"This is the biggest department store in town!" Baloo said.

"We could try a costume shop."

"Right! We should have done that right away though!" Baloo said as his stomach growled, "You hungry?"

"I could use a burger and fries," said Kit with a grin on his face.

"Well I think the costume shops will still be open after we eat!"

"Paul's?" asked Kit.

"Paul's," Baloo answered.

Twenty minutes later Baloo and Kit sat at one of Paul's Burgers and Fries' outdoor tables and enjoyed their dinner. While they sat they discussed costume options.

"How about you go as a ghost?" asked Kit.

"Naw, I'll trip over the sheet," replied Baloo, "Maybe I could go as a lumberjack."

"What about an axe?"

Baloo thought a moment and decided that bringing an axe to the Fine Arts Museum wouldn't be such a good idea. "Maybe on second thoughts that isn't a good idea."

"You could go as a giant hot dog like at the Friendship Festival," Kit said as he thought of the time a few months back that the two of them had dressed up and sold hot dogs. Unfortunately Trader Moe and his Goons had almost ruined the day when they tried to steal the Golden Sprocket of Friendship that Col. Spigot and Sgt. Dunder had brought with them as a gift to the people of Cape Suzette.

"If I go as the hot dog then you're going to go as the pickle!" Baloo laughed.

Kit frowned as he remembered wearing the pickle costume. He was glad that none of his friends had seen him wearing that get up, if that had happened he'd never have lived it down. "On second thought the hot dog idea isn't such a good idea."

The two broke out in laughter.

**Higher for Hire-**

"Oh this is just perfect Erin!" Rebecca said as her friend showed her the purple medieval maiden dress.

"I remember you saying you hadn't had time to get a costume and I just happened to see this and I figured you'd like it."

"You figured right. I always like the Middle Ages, knights and maidens and all of that."

"Now all you need is your knight in shining armor," said the fox lawyer, "Have you found a date yet?"

"Baloo is going with me."

Erin blinked in surprise and said, "Hmmmm, he is a nice guy but I didn't know you two were…"

"We're not," Rebecca said with a laugh, "Everyone I called was busy and the party that Baloo was going to go to was canceled so he agreed to come with me."

"What is he going as?"

"I don't know. He and Kit went out a little while ago to go costume shopping but I don't know how much luck they're going to have."

At the mention of Kit the lawyer asked, "Speaking of Kit, how is he doing?"

"He's really found a home here Erin and I'm glad. It was a little rocky at first but he's done well and he really is a nice boy. Molly sure likes having him around."

"Well I am glad to hear that," Erin said. Earlier in the year she had represented Baloo and Kit in a custody hearing that placed the cub under Baloo's guardianship. She had expected there to be a formal adoption but so far the guardianship had stood but that was just fine. The boy had a good environment to grow up in. Her thoughts now turned to Molly, "What's Molly doing for Halloween?"

"Wildcat is going to take her out for early trick or treating. She's going as a fairytale princess."

"You're going to have to take a picture of her for me."

"I will and speaking of pictures didn't you mention that there was going to be a photographer at the ball?"

"Yes, and we should get a group picture too."

"That'd be nice I just hope that Baloo can find a decent costume."

**Downtown-**

"You gotta be kidding me! There's got to be a costume I can get," said Baloo.

"Well Halloween is tomorrow night and most places sold out of their costumes," said Kit, "Are you sure you didn't see anything?"

"Nothing that fits…or I like."

"Hmmmm, where can we find a costume," Kit thought aloud. He looked at the storefronts for inspiration and finally something came to him, "I got an idea!"

"What is it?"

"Follow me," said the boy who took off down 4th Avenue.

A minute later they walked into the shop.

"A tux shop? It's a costume party not a wedding," said Baloo.

"You could go as a movie star," said the boy, "Or a secret agent!"

Baloo looked at the different tuxedos and saw that the boy was onto something but a tuxedo still didn't seem to fit with Halloween. "Maybe I could find a mask to go with it."

"May I help you gentlemen?" asked the rabbit proprietor.

"He needs a tux," Kit said motioning to Baloo.

"Alright, I will need to take his measurements," said the rabbit as he pulled a roll up measuring tape from a pocket, "What day is the wedding?"

"Wedding? What wedding?" asked Baloo in confusion.

"It's for a wedding isn't it?"

"No, it's for a costume party."

"You're going to wear a tuxedo to a costume party?"

"Its short notice, besides I could be a movie star."

The rabbit cocked his head and said with a very slight trace of sarcasm that went unnoticed, "Hmmm I can see that. You could go as Bumphrey Hogart or Clark Sable maybe."

"Kit this guy thinks I look like Bumphrey Hogart or Clark Sable! This tuxedo thing might just work!"

Twenty minutes later Baloo stood looking at his reflection in the mirror. He wore a white tuxedo jacket with a white shirt and black tie. The tux fit him well enough and he felt like he _could _be a big name Starrywood actor.

"You look good Baloo," said Kit as he saw his friend size himself up in the mirror.

"Your young friend is right, you look rather debonair," said the rabbit.

"Debon-what?" asked Baloo.

"Debonair, it means that you look well dressed and professional."

Baloo smiled, "This'll work just fine!"

As Baloo and Kit walked out of his store the proprietor said to himself, "I hope he finds a mask otherwise people will think he's a waiter!"

**Pirate Island-**

Don Karnage stood on a platform and looked down at his men. He surveyed his loyal crew with satisfaction and spoke:

"My loyal pirates, tomorrow I, the Great Don Karnage will lead us into Cape Suzette and to the riches within!"

There were cheers from the pirates and more than a few mumbles of concern. They had heard the captain's promises of riches before but every time they attempted to get into Cape Suzette they had failed. Their best chance had been with the lightning gun but even with that formidable weapon they were still defeated.

"I wonder what the Capt'n has up his sleeves this time," said a large pirate named Thickblade to his fellow pirates.

"Got me if we couldn't get the job done with the lightning gun then I got no idea how we're supposed to do it this time," replied a pirate named Banditsnatch.

On the platform Karnage continued:

"My noble pirates I know that some of you may be skeptical of my plan, but I with my genius mind have concocted a scheme to let us sneak into Cape Suzette in plain sight!"

There was a collective 'What' from the crowd of pirates. Finally a wolf named Blackjack spoke the question that was on everyone's mind, "How are we going to do that Capt'n?"

"I am most glad you asked that Blackjack," said Karnage with a smile, "I have told a few of you of my brilliant plan and now I shall share it with the rest of you! We will take the captured cargo ship and sail right into Cape Suzette. Tomorrow night is Halloween and we are going to go dressed up as ourselves! The authorities will never suspect us of being so bold and I, you're brave leader will lead us to plunder the riches of the Museum of Fine Arts!"

The pirates cheered at this, except for one. The pirate crew's oldest member, a short, bearded wolf named Salty raised his hand. Salty had sailed with Don Karnage's father and grandfather and had made Don Karnage's acquaintance when the pirate leader was still in diapers.

"Why are we going to rob a museum? Why not the banks?" asked Salty.

Normally Karnage would debase anyone who questioned his motives but the wolf respected the older pirate. Salty was the one pirate who had been around before pirates took to the skies. Salty had spent over 50 years in the piracy business and as such he was highly respected.

Karnage looked at the old pirate and said, "My most loyal pirate, in this museum there are untold riches in works of art. Tomorrow night they are hosting a costume ball and we will go as guests. No one will ever expect us to show up. We will walk right in, take control, and plunder to my heart's content!"

This earned more cheers from the pirates as well as a smile of understanding from Salty.

Karnage jumped off the platform and cut through the crowd of pirates. "Come my noble pirates follow me to riches!"

As one the mass of cutthroats followed their leader to the subterranean bay that was enclosed by the volcanic mountain above. There awaited the _Iron Vulture. _Karnage stopped at the aircraft's open ramp and looked at his men.

"We will fly to a small cove close to Cape Suzette, from there I and a handpicked crew will board the captured vessel which we have hidden and then we will commence my daring plan!" He looked at his expectant men and continued," Who's with me!"

The pirates erupted in cheers and ran into the great vessel. A moment later the massive cavern doors opened and the air carrier sailed out and lifted off toward Cape Suzette and the riches that lay there.

As the aircarrier lifted off Karnage went to Maddog's side. He put an arm around his shoulder and said coldly, "So Maddog my _brave _pirate, why don't you tell me about your little adventure."


	3. The Freaks come out at Night

"_Now when freaks get dressed to go out at night, they like to wear leather jackets, chains, and spikes"-Whodini_

**Higher for Hire-**

"Wow Wildcat that sure is a big pumpkin!" exclaimed Molly as she and her mother walked into the mechanic's home/workshop.

"It sure is honey," said Rebecca as she looked at the large gourd. She took note that the mechanic had 4 other pumpkins lined up along the wall that were already carved.

"Oh hi Miss Cunningham! Hi Molly!" said Wildcat as the pair walked in. "I just started on this big one and I hope to finish it soon otherwise if I wait too long it'll turn into a carriage!" Wildcat stood and scratched his head, "Or does it turn into a pumpkin? I can't remember which."

Molly and Rebecca laughed and the little girl said, "The carriage turns into a pumpkin at midnight. That's what happens in Cinderella."

"Oh OK, so I guess this just turns into a jack o'lantern," said Wildcat as he continued to scratch his head in thought.

"I like your work Wildcat," said Rebecca as she looked at the pumpkins that had already been carved. There were a couple of scary faces, an outline of a witch, and one that looked like the _Sea Duck._

Wildcat saw that his boss was looking at the pumpkin with the_ Sea Duck _and said, "Baloo just finished that a little while ago. Kit carved one of the scary faces and I did the other two."

"You guys did good jobs on them."

"Wildcat can I help you?" asked Molly.

"Sure Molly you can help me clean out the insides."

The cub took one look at the stringy mess of pumpkin entrails and seeds and wrinkled her nose, "Maybe I can just help you cut the pumpkin instead."

A moment later Baloo came out of the building and stopped to peek into Wildcat's home.

"How are the pumpkins comin' Wildcat.

"They're coming which is better than going."

Rebecca looked at the pilot and asked the question that had been on her mind all morning: "Did you find a costume?"

"You could say that," said Baloo with a smile.

"What are you going to go as Baloo," asked Molly, "I'm going to be a fairytale princess!"

"Aw that's great Molly, but what is your mother going to go as?"

"Mommy is going as-" was all the little girl could say before her mom jumped in.

"You'll see Baloo."

"Oh I get it, if I don't tell you what I'm going as then you won't tell me huh?"

Rebecca laughed, she was clearly enjoying the moment, "In a few hours when its time to leave you will see."

Baloo laughed, "Guess you'll just have to wait until then too!"

"Hi Miz Cunningham, hi Molly," Kit called out as he came outside to join the others.

"Kit!" cried Molly as she ran toward her friend, "I'm going to be a princess tonight! What are you going to go be?"

"I'm gonna be a ballplayer!"

"Going trick or treating with the guys tonight Kit?" asked Rebecca.

"Sure am Miz Cunningham. I gotta go and get Oscar too."

"His mother is actually letting him go out tonight?" asked Baloo in wonder.

"Oscar's dad said that he needs to finally have some fun for once."

"How'd his mom take it?"

Kit let out a boyish chuckle, "I don't think she took it too well. He said she was picking out his costume."

"Oh that poor boy," said Rebecca.

"Oscar Vandersnoot is poor?" asked Wildcat, "I thought he was rich."

"He is Wildcat, he's just overprotected."

"Oh OK I got it…I think."

"Do you know what he's going as Kit?" asked Molly.

"Nope, but it'll probably be like how he was dressed up when Baloo took him on the _Sea Duck._

"Don't remind me Kit," said Baloo who remembered how Don Karnage and his crew had shown up and almost ruined the day, "We don't need a repeat of that."

"There is absolutely no way that Don Karnage is going to get into the city again Baloo," said Rebecca, "Not after the military put all those anti-aircraft guns on the cliffs.

Rebecca was speaking of the newer, more powerful guns that had been emplaced immediately following Don Karnage's assault of 10 months before. Not only were the guns more powerful, there were twice as many of them.

"Never count ol'Karny out Rebecca," warned Baloo. "That guy has a knack for bouncing back. He's worse than a rubber ball."

"So you two ready for your _date?" _Kit asked with a sly smile.

"Haha, funny Lil Britches."

"Are you guys dating?" asked Wildcat.

"No Wildcat, we're just going as friends," Rebecca said a little too quickly.

"Yeah Wildcat she needs a date and we need time off to fish," added Baloo.

"Oh good I can't wait to go fishing, but you two would make a nice couple!"

Molly giggled and Kit laughed.

Baloo and Rebecca smiled and shook their heads.

**An hour away from Cape Suzette-**

"Soon Gibber I will walk right through Cape Suzette and make my grand entrance at the museum!" said Don Karnage as he and Gibber stood on the deck of the captured ship.

Gibber whispered into Karnage's ear.

"Yes of course this will work! How many times must you question my intelligence?"

Gibber whispered again.

"I understand that I will have to make sure my pirates ignore all banks and jewelry shows along the way! Do you think I don't realize how they are?"

Gibber whispered once more.

"If any of those nincompirates defy my orders and plunder anything along the way I will hang them off the _Iron Vulture _by their pinkies!"

"Capt'n, Maddog asked me to ask you if he still had to go dressed up as our prisoner," said Will.

"Tell him of course he does! He must pay for his idiotic decision to attack the Navy planes! We will parade him through the streets as my prisoner."

"I thought we didn't want to attract too much attention to ourselves."

"Do not second guess me. I do the thinking here not you! That is why I am the star and you are just a bit player, besides pirates sometimes take hostages so there will be nothing out of the ordinary about us."

"OK I'll let him know."

"Did the Capt'n change his mind?" asked Maddog who was being outfitted with shackles by Hal and Hacksaw.

"Sorry but no, he's pretty set in his ways bud."

"But these shackles hurt!" whined Maddog.

"Maybe you shouldn't have made that dumb decision to attack the Navy planes," said Hal.

"I just wanted to show him I could do it! And besides no one told me there was an aircraft carrier out there."

"Maddog think about it: There is no island airbase out that way. Where else are Navy planes going to come from. HELLO! It doesn't take a genius to figure this out."

"Yeah well one of these days you're going to mess up Hal and then the Capt'n will get after you and I'll be on his good side."

"If that happens then I'll eat my bandana!"

"Careful what you say Hal," Will said, "It might come back to haunt you."

**Higher for Hire-**

Molly looked at her reflection in the mirror and did a curtsy to the fairytale princess in the glass. She wore a light blue dress and had a shiny tiara on her head. In a little while she'd be going trick or treating with Wildcat. She enjoyed spending time with the lion mechanic as he was always up for pretending to be one type of villain or another that her Danger Woman alter-ego could do battle with. She had originally wanted to go as the crime fighting heroine but her mother had persuaded her to dress as something else for Halloween.

"There's my little princess!" Rebecca gushed as she walked into the spare storage room. The room held various odds and ends that hadn't been thrown away and among them was a large mirror.

"Wow Mommy you look pretty!" said the cub as she saw her mother in her medieval maiden dress.

"Thank you my little princess," Rebecca said as she knelt beside her daughter, wrapped her arms around her, and kissed her on the cheek.

A knock at the office's door grabbed Rebecca's attention. She went to the door and opened it and revealed her friends Erin and Taylor who were dressed up as a cowgirl and a cowboy.

"Well hi there Maid Marian!" said Erin with a smile, "You look absolutely heart-stopping!"

"Come on in!"

"How have you been Rebecca?" asked Taylor.

"Busy as always partner!" Rebecca laughed.

"Hi Erin! Hi Taylor!" shouted Molly as she ran over to her mother's friends.

"Now aren't you the prettiest little princess ever!" chuckled Taylor.

"We definitely need to get a picture of her," Erin said as she pulled a bulky box brownie camera from her large purse, "We should get a group picture of you and your friends before we leave."

"Mommy, I'll go get Kit and Baloo and Wildcat," said Molly as she ran outside to grab the mechanic.

A moment later the little girl came in followed by the lion who had just donned his scientist lab coat but not his wig and glasses.

"Baloo, Kit come down stairs, we're going to get our pictures taken!" said Molly.

"Tell your Mom to give me a minute, I'm almost ready," said Baloo.

"OK!"

Baloo looked over to Kit and asked, "So how do I look Lil Britches?"

The cub finished buttoning up his baseball jersey and walked up to the bear's side. "You look like you should be in the movies Papa Bear.

Baloo looked at his reflection in the room's mirror and winked.

**Cape Suzette Harbor-**

Don Karnage proudly stood on the bridge of the stolen cargo ship as it exited the narrow passage that opened into the city's harbor. The wolf looked out at the city's skyline which reflected the light of the soon to set sun and smiled in anticipation of the riches he would plunder tonight.

"Ahhhh, I can just smell the riches!" Karnage said.

"Capt'n," said Dumptruck in his thick accent, "This is gonna be fun!"

"Yes my loyal pirate it will be fun! For tonight, I the great Don Karnage will walk the streets of Cape Suzette and will plunder to my heart's content! No one will stop me!"

**Higher for Hire-**

Rebecca and the others watched as first Kit then Baloo walked down the stairs. She saw that Kit looked like a miniature replica of a Cape Suzette Pilot's ballplayer. The cub sported a pin striped uniform, ballcap, and even wore a glove on his left hand. The she caught sight of Baloo. She had to admit it the gray bear looked quite dashing in his white tuxedo top and black tie. Of course a tuxedo wasn't exactly a Halloween costume.

"You guys look great!" Rebecca said.

"Hey shortstop you look like you should be a bat boy for the Pilots!" commented Taylor.

"Hopefully they'll go all the way next year," said the cub. The Pilots made a late season run for the playoffs but fell short by three games. Better luck next year.

"Hi Erin, Taylor how are you guys doing?" asked Baloo as he sauntered up to Rebecca's side.

"We're doing fine Baloo," answered Erin.

Baloo looked to his boss and momentarily froze. _Wow, she looks great!_

"Nice tux Baloo, you look…high class," said Rebecca. _I hope no one mistakes him for a waiter._

"The tailor said I look like a movie star!"

"Yeah, he said that Baloo looks like Bumphrey Hogart or Clark Sable," interjected Kit.

The Foxgloves laughed and then Erin said, "OK you guys, time for us to take a photo of the Higher for Hire gang.

Taylor herded the employees together in front of Rebecca's desk and manipulated them into poses.

Rebecca held Molly in her arms and stood between Wildcat and Baloo while Kit stood in front and stretched his gloved hand as if he were reaching for a ball.

"This ought to make a good picture," said Taylor as he stepped back to his wife's side.

"OK everyone on the count of three say 'cheese'. One…two…three…" said Erin.

"CHEESE!" said the Higher for Hire crew.

The flashbulb went off and instantly all five photographees were blinking their eyes.

"Wow that's powerful!" said Baloo.

"That's brighter than my welding torch!" said Wildcat.

"Mommy that was bright!" said Molly.

Moments later there was a knock at the door. Rebecca went to the door and opened it to reveal a prison escapee.

**Cape Suzette Harbor-**

Don Karnage triumphantly set foot on the pier that his captured boat had docked at. The wolf licked his lips as he surveyed the harbor.

"I, the great Don Karnage claim this city for…myself!"

"How far is the museum Capt'n?" asked Maddog who was bound in shackles.

"Oh it is not far Maddog two or three miles maybe."

"But Capt'n its going to hurt to walk that far!"

"Stop your whining! Be thankful that I am giving you this opportunity to get some exercise!" Karnage looked out to the cliff walls and saw that the sun was beginning to go down. Even so they would still have a few hours before the museum costume ball kicked off. "What to do what to do. Hmmmmm, pirates we shall now go sightseeing! Try not to plunder anything along the way."

"What if we can't help it boss?" asked Thickblade.

"Then your shackles will be heavier than Maddog's!"

As Karnage began to walk down the pier toward the city his loyal pirates followed. Tonight was going to be their night.

**Higher for Hire-**

Hi, is Kit here?" asked the hippo prison escapee. Although he was the size of the average adult Rebecca reasoned that the boy must be Kit's age.

"Yes he's here," Rebecca said. It took her a moment to realize that the 'prisoner' was actually a kid.

"Hi Felix, hey guys," said Kit who motioned for his friends to come in.

Felix was followed in by a rabbit in a sailor suit and a crane in an air corps bomber jacket and cap.

"Hi boys," said Baloo.

"Hi Baloo," answered the boys. They had first met Baloo when Kit had first brought them to see the _Sea Duck. _A few weeks after that they had met him again when Baloo had dressed up as the comic book superhero Bullethead but unfortunately a psychotic scientist named Dr. Axlotol and his robot MEL had kidnapped their friend Ernie and Shere Khan. It was during that time that Kit and Ernie's friendship had become strained. The hyena boy had stated that Baloo wasn't a hero and the pilot had in turn did what he could to impress Kit. Kit was then torn between Baloo and his best friend and the result was that both boys hadn't talked to each other for a month.

Kit remembered how he and Ernie had avoided one another and how this had led to the temporary suspension of the Jungle Aces Secret Midnight Club. Thankfully both boys had come to their senses when they had ran across one another at the Malt Shop.

Kit thought back to that day-

"_What are you doing here?" asked Ernie as he saw Kit come in and take a seat at the Malt Shop's bar._

"_It's a free shop," answered the cub._

_The hyena snorted and turned his attention back to his chocolate malt but not before he said, "How do you like not having me around Clouckicker?"_

_Kit knew that whenever Ernie was displeased with someone he would refer to them by their last name only. Of course he also did this when he wasn't displeased but that was rare._

"_I'm not liking it Spiller."_

_Ernie noticed that Kit called him by his last name, "You're not liking it?"_

"_Nope."_

"_Why not, I thought you were mad at me."_

"_We've had to suspend the club and the guys don't like it. Oh and I wasn't mad at you."_

"_Then why didn't you want me around?"_

"_I never said I didn't want you around, but you started getting bossy again with the whole Bullethead Brigade and you made fun of Baloo."_

_Ernie frowned and then sighed loudly._

"_What's with the sigh?" _

"_OK, I admit. I was being a jerk."_

"_Its OK Ernie, I know you don't mean to be a jerk…it just comes natural for you," said Kit with a sly smile._

"_HAHAHA. How funny Kit, like I've never heard that before," the hyena cub said sarcastically and then joined in the laughter_

"_Baloo wasn't mad at you. He thinks you're a good guy."_

"_Really?" asked Ernie, "He's not mad at me?"_

_ "Nope."_

"_Good, I don't want him mad at me."_

"_So think it's time for the club to get back together?"_

"_It will be, but first things first," Ernie smiled and said as he looked at the shop's manager, "My friend would like a caramel malt, my treat!"_

Back to the present-

"Where's Ernie?" asked Baloo as he noticed that the hyena was strangely absent.

"Oh he said he wasn't ready with his costume so we're gonna meet him after we pick up Oscar," answered Kit's rabbit friend Sam.

"Yeah he said to meet him downtown," added Bert McCrane.

"Well me and the guys are gonna to get going. I told Oscar I'd pick him up at seven," said Kit.

"I still can't believe Mrs. Vandersnoot is actually letting him go trick or treating," said Baloo.

"Trust us Baloo it took a lot of persuading!" said Felix.

Baloo and the others watched as the four boys left and then turned his attention to Rebecca and the others. "Ready to go?"

"I am," said Rebecca who looked at Molly, "Now honey be a good girl and behave for Wildcat."

"I will Mommy," said the cub as she smiled a mischievous smile. She had watched as Kit and his friends had had felt a little jealous. _I'm going to go and find them!_

**Downtown-**

The setting sun's rays illuminated the street and outlined the silhouettes of a group of men that walked up the steep drive. Onlookers saw them as black figures that stood out against the brightness of the sun.

The figures moved with a defiant swagger and spread across the road. The onlookers stopped and stared at the sight of the mass of black shapes.

The lead shape spoke in an accented voice, "Hello wonderful people!"

"Wow those are neat costumes you guys got!" said a little bear cub that was dressed as a magician, "You look just like airpirates!"

Gibber leaned to Karnage's ear and whispered.

"Yes yes Gibber, I see that my brilliant plan is working!" said the wolf.

"But Capt'n he's just a little kid what about grownups?"asked Maddog.

"We shall see here comes one now!"

A tall goose was walking toward them. The goose had a ship's captain hat and was heading in the direction of the docks from which Karnage and his men had come from. As he approached the pirates he raised an eyebrow and then jumped in shock.

"WHOA! I thought you guys were airpirates!" gasped the goose, "Those are some great costumes guys. If you're going to a costume party you'd probably win for best group costume."

As soon as the goose walked away Karnage turned to his men and proudly proclaimed his genius. "See my minions I have fooled yet another person. My genius plan is unfolding exactly as I have planned! Now we will casually walk through the city and continue to blend in."

"It'' be dark in a coupla minutes Capt'n," said Thickblade as he gazed back at the setting sun, "People won't see us as much then."

"Good, things are working out in accordance with my excellent plan!

**4****th**** Avenue-**

In between the **Secret Garden Florist **and the 4th Avenue branch of **Khan Bank** was a narrow alley that led to the other end of the block where it opened onto 5th Avenue. The small space was dark and had more than a few boxes and trash cans lining it. The alley was the home of a family of rats but tonight something else was there.

The shadow-draped figure looked out at the street and waited. The figure had laid in wait for half an hour and patience was running thin. The figure looked at the sword in its hand and thought of what was going to happen when the prey came by. _Pretty soon…_thought the shadowy figure as it let loose a sinister giggle that caused the family of rats to run for cover.

**Driving through Downtown-**

Baloo and Rebecca sat in the back of Taylor and Erin's car and looked out the windows at the city around them. The sun had just set and now the costume wearing citizens were coming out in force. All over the city children were getting ready to go out and enjoy the night's festivities. First the younger kids accompanied by their parents who would then be followed by the older kids who'd be Kit's age and older. They would in turn be followed by adults who would be parading up and down downtown's streets.

Baloo's stomach rumbled. He hadn't eaten anything since lunch and now he was starving.

Rebecca heard Baloo's stomach growl and gave him a gentle elbow to the side, "Knock it off!"

Baloo looked at his giggling boss and said sheepishly, "I can't help it if I'm starvin'. Is there gonna be food at this place?"

Taylor glanced over his shoulder and said, "Sure will be Baloo, we have food being catered."

"When are they serving it?"

Erin answered, "The food is supposed to be served around 8:30. It's a late dinner."

"Late dinner? Oh brother!"

Rebecca laughed, "Is Baloo hungry?"

"Yes," he answered, "Baloo's hungry."

**Broadway-**

"Capt'n this place is too far!" complained Maddog as he trudged along in his shackles.

"Quiet my prisoner!"

"He's kinda slowing us down boss," said Will.

"So? I am enjoying myself!" said Karnage who was indeed enjoying his night out. The wolf was happily parading down the long street and was pleased by the comments he and his pirates were getting for their authentic looking 'costumes'. The gawkers were impressed by the sight and more than a few had given them compliments for their appearance.

"Mommy look at those neat pirate costumes!" shouted a little girl koala in a witch's costume to her mother.

"My heaven's you gentlemen look like the real thing!" said the mother koala.

"We are," answered Dumptruck in his thick voice.

The lady koala blinked in surprise.

"Mine friend is just joking!" said Karnage with as friendly a laugh as he could, "He only wishes he could be a great pirate like that wondrous Don Karnage!"

"But boss aren't you Don Kar-" Maddog began but was immediately cut off by his leader.

"I and my friends have taken inspiration from Don Karnage and have decided to dress as pirates this Halloween. We look the part yes no?"

"You gentlemen look like you could be actual pirates!" said the lady who thought to herself, _I guess it really is true, the freaks come out at night_!

"We can win a prize at a costume party!"

"With those real looking costumes you'd be a shoo-in."

As the mother and daughter koala walked off down the street Karnage looked to his men, "Fools! Watch what you say! You are lucky that the woman and her witch-type daughter were easily fooled by our genius disguises!"

"Uh Capt'n?" said Thickblade.

"Yes Thickblade, what is it?"

"Were not in disguise, this is how we always look."

Karnage lowered and shook his head in frustration, "I am surrounded by idiots!"

**The Cape Suzette Museum of Fine Arts-**

The large, stately looking building occupied an entire city block at the corner of Main and 3rd Avenue. The building had been erected at the turn of the century and was built in a manner reminiscent of the ancient Hellenic world. It had large columns along its front and marble effigies adorned the face of the building. Inside was housed one of the largest collections of priceless art from around the world, some of which dated back to ancient times. Tonight the museum was going to house an invitation only gala costume ball which aimed to raise money for the museum and to celebrate the city's contribution to art history.

Baloo walked up the steps of the museum and through its open glass doors to the buildings rotunda. A marble statue of the god Zeus lorded over the guests. Baloo looked up at the statue and stared in awe.

"Pretty neat huh?" said Taylor with a goofy smile. The fox was a bit of an eccentric and had a penchant for finding things to be 'neat', 'very neat', and 'really neat'.

"Its pretty big is what it is," replied Baloo.

"Zeus was a pretty big guy. He was the king of the gods."

"Taylor there's your aunt and uncle," said Erin as she pointed out her husband's relations to him.

Baloo looked to where Erin pointed and saw two foxes that were dressed like a pharaoh and his queen.

"Aunt Veronica, Uncle Redmond how are you? I like your costumes!"

Rebecca and Baloo were soon re-introduced to the aunt and uncle. They had both met the pair a few months earlier at Erin and Taylor's wedding but hadn't really had a chance to get to know them.

"Ah I see you brought your friends from the wedding," said a delighted Uncle Redmond.

"You two look so cute with those outfits!" said Aunt Veronica to the western clad foxes. "And you my dear look like a lovely medieval maiden!"

Rebecca smiled, "Thank you, you look radiant Mrs. Foxglove."

"Thank you dear," said Aunt Veronica who then turned and looked at Baloo. _He's a waiter? I thought he flew planes?_

**The Vandersnoot Residence-**

"Trick or treat!" cried the four costumed boys to the tall and carnivorously-thin crane butler.

_I wish Mr. Vandersnoot hadn't decided to allow trick or treaters into the grounds, _thought the butler. "Good evening children please take some candy from the bowl."

The four boys dipped their hands into a bowl of candy that the skeletal butler handed them and stuffed the goodies into their bags.

"We're here to pick up Oscar," said a bear cub in a baseball player's uniform.

"Ah yes, Master Oscar said that you would be by. Please follow me…and do not touch anything!"

Kit, Sam, Bert, and Felix walked into the mansion's foyer and were instructed by the butler to sit down on a small sofa. The butler then dispatched a maid to take over his position at the door while he went to inform 'Master Oscar' that his friends were here.

Upstairs Oscar's mother Vivian was putting the finishing touches on her son's costume. She was mortified by the thought that her little boy was going to be out running around in the dark with a bunch of other kids. Her poor boy may get hurt she reasoned to her husband Oscar Senior but her protestations fell on deaf ears. The senior Vandersnoot had decided that Oscar was old enough to go out and have some fun and make friends. He had finally realized that his son wasn't such a timid little boy when he had managed to help foil a kidnapping plot with the aid of a friend and a pilot. Now the older Vandersnoot had determined that his wife needed to let Oscar have some freedom and grow up. Despite her husband's decree that Oscar should go out and enjoy himself, Vivian Vandersnoot was still very apprehensive. As such she had decided that she would choose a costume for Oscar that would serve as both a Halloween outfit and as protection.

"Mother this is heavy," said Oscar as he tried to move inside his suit.

"Dear it is all for the best for you," answered his mother.

"Its going to be hard for me to move much."

"Its for your protection…and besides you can get some exercise from wearing it."

"How's my little man look?" asked Oscar Sr. as he poked his head into Oscar Jr's room.

"He looks like he'll be safe…I hope," said Vivian.

"Father, its heavy," said Oscar as he lifted up his helmet's visor.

Senior looked at Junior and chuckled, "Son you look like you're going to go out and slay some dragons!"

"Oscar won't be slaying anything! My son is much too frail!"

"Vivian, let the boy have fun," said Oscar Sr. "Oh by the way Oscar your friends are here."

Downstairs Oscar's friends awaited his arrival.

"Where is he?" asked Sam who was beginning to get impatient.

Felix leaned to Sam's side and whispered into his ear, "His mother is probably trying to convince his father to not let him go."

"He better hurry otherwise we're going to fall behind every other kid in town!" said Bert.

A clanking noise caught Kit's attention. The cub looked up at the stairs and saw a metallic figure. The figure slowly lumbered down the steps and made his way to the boys.

"Hi everybody!" said Oscar.

"What a neat costume!" said Sam as he took in the authentic knight's suit of armor.

"It's a heirloom. It was worn by an ancestor who was really small. Mother said it should protect me."

"Speaking of protect," said Vivian Vandersnoot who gracefully glided down the stairs to Oscar's side, "I expect each of you boys to make sure that Oscar is kept safe. He must not be strained and he must be back by 10 tonight."

"Wow Oscar can stay out late?" asked Kit.

"Yes his father has given him permission."

"He'll be safe with us!"

"You're the boy who was with Oscar when the pirates kidnapped him aren't you?"

_Uh-oh, _Kit thought, "There's no pirates here, he'll be OK!"

A minute later the five boys strode off toward downtown to find the leader of their group.

**The Museum-**

_Maybe this tux idea wasn't such a good idea after all, _thought Baloo as he noticed that the party's waiters were in white suit jackets with black bowties that were exactly like his.

Rebecca must've noticed at the same time because she looked up at Baloo with alarm. A second later her concern was replaced with a smile, "Looks like you have a lot of people copying you Baloo!"

"Yeah, too bad all of them are waiters."

"Look on the bright side as long as we're together no one should confuse you for a waiter."

This was quickly proven wrong.

"Excuse me waiter but may I have a glass of merlot?" asked a female duck in a Bride of Frankenstein costume.

"OK so I was wrong," smiled Rebecca, "Actually Ma'am he's not a waiter, he's my date."

"You're dating a waiter dear?" asked the duck.

"No no he's a pilot, the tuxedo is his costume."

"Oh, said the duck with a funny look. The duck then walked off toward an actual waiter all the while wondering why anyone would dress in a tuxedo for a costume party.

"Thanks Rebecca."

"Not a problem Baloo."

"Uh waiter, wine please?"

Baloo turned to see an impatient looking tiger in a doctor's coat complete with a stethoscope, who stared at him sternly, "Look buddy I'm not-"

The tiger cut Baloo off, "Wine _please _waiter."

_Oh great, _thought Baloo, _How am I not going to cause a scene?_

**Broadway-**

Although the museum was still a little ways off, Karnage wasn't in a hurry. He was too busy enjoying all of the compliments that he and his pirates were getting from the crowds of people and from free candy that was being given to them by store owners.

"Those are some great costumes you guys got there!"

"Wow you look like the real deal!"

"Real pirates would be afraid of you!"

Karnage loved every minute of it. He hadn't had this much fun on Halloween since he had went bag snatching as a boy. _The best candy is other people's candy! _He thought to himself.

"Capt'n this is fun," said Dumptruck who was enjoying all the attention he was getting.

"This isn't fun," said Maddog who was still in his chains.

"Quiet you! I am having fun!" said Karnage.

"Wow you guys even got a prisoner!" said a teenage dog in a vampire costume, "You sure went all out."

"Well that is what I, the great costumed pirate do, go all out!"

"Hey guys can we get our pictures taken with you?" asked a beautiful young wolf in an angel's costume. She was accompanied by several more 'angels'.

Karnage's men began to drool at the sight of the beautiful college aged girls.

Gibber whispered in Karnage's ear and the wolf replied, "Of course they want their picture with me, it is obvious that they see how handsome I am, yo soy guapo!." He then turned his attention to the girls and said, "Come my beautiful angel-types, I the wondrously handsome pirate will allow you to have your pictures taken with me!"

The giggling college girls arrayed themselves around Karnage and his men while one 'angel' took out a box brownie camera and had a passerby snap their picture.

As soon as the picture was taken each girl kissed the pirate nearest her on the cheek in thanks.

"Thanks Mr. Pirate!" said the lead girl.

"No, thank you my little angel," said Karnage who took the girl in his arms, dipped her, and kissed her on the mouth. A moment later he pulled her straight up and walked off, "Come my pirates, we have work to do!"

The angel dressed girls looked at their friend who stood with her eyes closed and a dreamy expression on her face. "Wow, he sure can kiss!" she said with a smile.

**4****th**** Avenue-**

"Where the heck is Ernie at?" asked Felix, "He's supposed to be around here."

"Maybe his costume isn't ready," said Kit who was beginning to wonder if Ernie was going to be a no-show.

The boys passed by the small alley that separated the **Secret Garden Florist **and the **Khan Bank**. Their friend should be somewhere around here.

Inside the alley the figure saw his prey approaching. He gripped his sword and then jumped out in front of his targets.

Kit and his friends were caught off guard by a shadowy figure that sailed out of the alley and landed right in front of them. The boys reflexively jumped back and watched as the shadowy figure pointed a thin fencing sword at them, "En garde!"


	4. The BallI AM NOT A WAITER!

"_Backward, turn backward, O Time, in your flight make me a child again just for to-night!"-Elizabeth Akers Allen_

**The Museum-**

"Waiter, I would like some wine," said the tiger with a barely concealed tone of annoyance.

"Baloo let me handle this," said Rebecca, "Sir, he's not a waiter."

The tiger raised an eyebrow skeptically, "Really now? He sure looks like one."

Rebecca watched as the pompous tiger walked off to a real waiter she then turned to Baloo, "Don't worry about him he's probably the only one who mistook you for a waiter."

"Something tells me he's not the only one," said Baloo as he saw a husband and wife in farmers clothing walk up.

"Ah waiter, do you have anything to drink?"

"Uh I'll handle this Rebecca," said Baloo, "I'm not really a waiter…I just look like one."

"Your going as a waiter?" asked the wife.

"No actually a Starrywood actor."

"Oh I see," said the wife who then walked away with her husband in search of a waiter.

"Rebecca, Baloo its picture time!" said Erin as she came up behind the pair.

The two of them followed the fox to a waiting photographer who was stationed in an alcove along the left wall. The short cat positioned both couples in front of a display of jack o'lanterns, scarecrows, and skeletons.

"Now lets get the four of you nice and close together, just like that, now say 'cheese'!"

"Cheese!" the quartet said. This was followed by a bright flash that seared Baloo's eyes.

"If we keep it up with these pictures I'm gonna have to get a pair of sunglasses!"

Erin rushed to the photographer's side and inquired as to when the pictures would be available. The cat assured that they would be ready in 10 business days.

"Oh I can't wait to see how it turned out!" gushed Erin.

"Good thing you ordered doubles, that way I can put one on the wall at the office," said Rebecca.

"Hey you guys, I'm not sure if you're aware of it but there is going to be a costume contest! Maybe we can win one of the categories!" said Taylor in a goofy sounding laugh.

"Yeah, I can win for being 'most mistaken'!" said Baloo.

"Oh don't worry Baloo, you look good enough to me!" said Rebecca.

Rebecca's comment caught the pilot's attention, _Did she just say that I look good enough to her?_

"Taylor dear, have you let your friends know the schedule?" asked Aunt Veronica.

"Oops I forgot!" said the absentminded fox, "We have to take our seats and then the museum's director and a few others are going to speak about the museum and then there will be a buffet followed by dancing and the costume contest!"

"Did you mention a buffet?" asked Baloo who's stomach was growling.

"Yes."

"How about some of those hours derv things?"

"You mean hors d'oeuvres?" asked Rebecca.

"Yeah those things."

"Well lets find a waiter hungry bear," she said as she looked at his white tux jacket, "A real one."

**Downtown-**

Don Karnage was now beginning to get annoyed. Some of his pirates had began to swipe candy from store fronts.

"You idiots do not do that! I don't need to have you attract attention to us!" yelled Karnage.

"But Capt'n I'm hungry!" complained Hal.

"You will be more hungry if you do not stop being idiotic! I will lock you in the brig and not feed you for a week!"

"Sorry Capt'n," said Hal lamely. He couldn't bear not getting any food.

"Now my pirates we must-," Karnage stopped in mid sentence as he saw a pair of policemen walking toward them, "Everyone be on your best behavior!"

"What do you mean 'best behavior'?" asked Thickblade.

"Act normal!"

"Does that mean we can attack the cops?"

"No you fool, act like one of these regular people!"

"Evening gentlemen," said the older of the two policemen, a middle aged pig.

"Great costumes, you look like real pirates!" said the younger policeman, a twenty-something dog.

"Thank you for the compliments!" said Karnage who watched as the two cops moved into the throng of people behind them. "That was close!"

A few yards behind the pirates the younger cop said to his older partner, "Boy they even smell like real pirates!"

The older cop laughed, "The one who did all the talking looked like a dead-ringer for that jerk Don Karnage!"

**Higher for Hire-**

Wildcat held open the door and allowed Molly to enter. The little girl had a small jack o'lantern basket filled to the brim with candy. The two had just returned from canvassing the neighborhood nearest the docks.

Molly looked at the clock on the wall and saw that it was barely after 8 p.m. "I'm not even tired Wildcat."

"Neither am I, I'm so awake I can stay up all night!"

"Let's go out again!"

"Your mommy wanted you back by eight. She said that she'd get after me if I didn't have you back here," the lion scratched his head, "But I'm not sure what she was going to get after me?"

"She won't be home until later."

"Not till real late."

"She won't know if we went out again," said the little girl with a sweet-as-can-be smile."

"Hmmmm you're right."

"I want to go where Kit and his friends went."

"Where did they go?"

"Downtown."

"We can't go downtown Molly, I'm supposed to keep you here until your mom picks you up."

Molly really wanted to go and follow Kit and his friends. She was a little bothered by the fact that they got to stay out later and as such she decided that she wanted to go and have more fun with them. She had to think fast.

"Wildcat, can we play hide-go-seek?"

"Sure!" said the lion who was always up to play.

"OK, you count first!"

"OK," said Wildcat who went to the wall, leaned against it and closed his eyes and began to count, "One, two, three…"

"Count to 100!" said Molly.

"OK," he answered, "Where was I?"

"You were on one!"

"Oh yeah that's right! One…two…three…"

With the mechanic counting Molly was able to quietly sneak out into the night.

**4****th**** Avenue-**

"YIKES!" screamed Bert at the top of his lungs as he back into a fire hydrant and tumbled over head over heels onto his back. He landed with a thud.

Felix instinctively jumped back and raised his fist to defend himself.

Sam backed off five feet and took cover behind Felix.

Kit backed up a step and went to Felix's side.

Oscar promptly fell over onto his left side as the armor prevented him from making a quick escape.

The three standing boys were now face to face with their attacker: A figure in a white shirt partially covered by a blue tabard emblazoned with a large white Fleur d' Lis, a leather cavalier hat, complete with a blue feather, and a thin sword which was pointed at them.

"GOTCHA!" said the figure as he stepped under the glow of a street light and revealed himself to the boys.

"ERNIE YOU JERK!" roared Bert who had climbed to his feet.

"HAHAHA you guys should've seen the looks on your faces!" laughed the hyena, "What do you think of my costume?"

"I think it looks great…except for the jerk wearing it!" said the angry Bert.

The other boys yelled at their leader for freaking them out but they all had to admit, Ernie sure did go all out on his costume.

Ernie had managed to scrounge up enough allowance money and buy the necessary materials for his costume. An old leather hat from a thrift store, a reel of blue cloth from a yardage store which he fashioned into the tabard with some help from his mother, a pair of old black boots that once belonged to his dad, and a makeshift foil that was made from a piece of thin, cylindrical metal from the scrap yard next to the Jungle Aces club house, and an old metal ashtray that he found lying around the house. He put in a lot of effort into his costume and it showed.

Kit was impressed by the costume, "That's great Ernie! How long did it take you to do it?"

"A week and a half once I bought everything and put it together," said the hyena who was glad that Kit wasn't yelling at him for giving them all a shock, "The hardest part was doing the design," he said as he pointed at the white Fleur d Lis, "I wanted to make sure that I got the right size and that it looked good."

"What's with you trying to attack us Ernie?" asked Bert who was still steaming from Ernie's little stunt.

"I just wanted to make an impression!"

"How about I impress my foot in your-"

"Whoa whoa wait a minute guys!" interjected Felix, "Aren't we supposed to be trick or treating right about now?"

"Yeah let's get some candy fellas!" said Ernie who turned and trotted off down the street.

"You OK Bert?" asked Kit.

"I'll live but that little stunt of his gave me some bruises! I fell over the fire hydrant.

"I'll talk to him about it."

"No don't worry about it Kit. I'll be OK."

"You sure?"

"Yeah," said Bert who took off sprinting down the alley that Ernie had came flying out of.

**Higher for Hire-**

"97…98…99…100, ready or not here I come!" said Wildcat. He opened his eyes and looked around for Molly. The little girl was nowhere to be seen which was to be expected due to her small size. She could be hiding anywhere in the building. He went straight to the spare room and looked inside. No Molly. Then he noticed that the front door wasn't completely closed.

Molly trudged up the hill away from the company building. She had no idea whereabouts Kit and his friends were going to be at but that didn't deter her. Smiling she headed toward downtown not noticing that Wildcat had come outside and saw her turning the corner.

**4****th**** Avenue-**

Ernie walked passed a alley on his way to a storefront that had a vendor selling candy when all of a sudden something jumped out at him.

"ARGGGGGHHHHH!" screamed the figure as he reached out and grabbed Ernie's left arm.

Ernie screamed in terror and fell to the ground. He drew up his makeshift fencing sword in defense.

"Gotcha!" yelled Bert who stood over Ernie with his hands on his hips, "How you like them apples?"

Ernie panted heavily, "Holy geez you startled me!"

"Startled? More like scared!"

"No no I'm not scared…you just gave me a little surprise," Ernie said as he stood up.

"BOOOOO!" someone yelled at the top of his lungs.

Ernie jumped away and spun around to see Sam who was now laughing.

"Why'd you do that!" Ernie asked angrily.

"Sorry, couldn't help it!"

**The Museum-**

"Wow there sure some high rollers here," said Baloo as he and Rebecca waited in the buffet line. He saw that the mayor was there along with several other politicians, a couple of rival newspaper owners, some local celebrities, and many other wealthy individuals including Oscar and Vivian Vandersnoot.

Rebecca noticed the Vandersnoot's, "Oh look Baloo, there's Oscar's parents."

Baloo looked over toward the entrance and saw the wealthy parents of Kit's friend. Mrs. Vandersnoot was resplendent as a Victorian Era lady while her husband was dressed in Victorian finery himself. The two were mingling with a husband and wife couple who were dressed as a mummy and witch respectively.

"I wonder if Mrs. Vandersnoot is on pins and needles about Oscar," said Baloo.

"Knowing her she's probably worried sick."

Vivian Vandersnoot was on pins and needles. She felt uneasy that her baby was out running around in the middle of the night with a group of rowdy boys. She felt that her son would have been better off at home where he would be safe. Unfortunately her husband had insisted that the boy be allowed out. It didn't help it that she was here at the ball either. Although she and her husband were patrons of the museum she felt that she should be out on the streets with Oscar. What if something happened to her little boy?

"Finally food!" said Baloo as he finally made it to the first buffet table.

Rebecca watched as the bear piled item after item on his plate, "Baloo other people have to eat!"

"There's plenty here for everyone."

"Not if you keep piling it up on your plate!"

Baloo could sense his boss distaste, "What do you want me to do?"

"Not be a glutton."

Baloo stopped reaching for more food and moved on toward a table, "OK I'll lay off the food, but if they're serving seconds then I'm getting more."

"There's going to be a lot of competition here for the contest," said Taylor as he sat down at the table, "I'm hoping Erin and I can win best couple!"

"I think we're going to get some tough competition from Frankenstein's Monster and the Bride," Erin said as she nodded toward a couple at a nearby table.

"How about your aunt and uncle Taylor?" asked Rebecca.

"Actually they're not in the running because their part of the museum committee."

"That's a shame," Rebecca said as she saw the two foxes talking with the mayor and his wife, "They look like they just left the Nile."

"Ahem," said a stout beaver in a white tuxedo top as he came up to Baloo, "You must be off your rocker to be eating on the job!"

Baloo looked at the beaver and said something unintelligible through a mouthful of food.

"On no," said Rebecca who jumped in to stop a scene from erupting, "He's not a waiter!"

The beaver blinked in surprise, "He's not? Then what is he?"

"He's my date."

"Well he looks just like one of my waiters!"

"Look, I'm going as a Starrywood star and this is about the umpteenth time I've been called a waiter!" Baloo said in an aggravated voice.

"Well, I uh, I apologize for my offense, forgive me," said the beaver who walked off.

"Maybe I should've worn something else."

"Aw don't worry about him Baloo, just enjoy yourself!" said Taylor, "It's Halloween it's time to have fun and act like a kid again!"

Baloo looked at the fox who was obviously enjoying being dressed up and acting like a kid again. Taylor was right, why shouldn't he enjoy himself?

**Cape Park-**

Gibber whispered into Karnage's ear.

"We are not lost!" snapped Karnage, "I know exactly where we are going!"

Karnage had led his troupe off of the busy avenue that they had walked through and into Cape Park. The tree lined park was filled to the brim with costumed people who were busy enjoying the festivities which included game booths, music, and food.

"Dat smell good Capt'n," said Dumptruck as he caught a whiff of food.

"Yeah Capt'n I'm hungry…and sore," added Maddog.

"You nincompirates! I am trying to lead us to riches and you two are too busy thinking with your stomachs!"

"Are we anywhere near the museum?" asked Hal.

"Let me see," said Karnage who walked to city park employee, "Park type person, where is the museum?"

"Which one?" asked the young employee.

"The art museum."

"Oh you're nowhere near it pal, its about a mile thatta way," said the lion employee as he glanced over his shoulder to the right.

"You mean we gotta go another mile!" complained Maddog who dreaded another step in his chains.

"That is unacceptable! We need to get there quickly!" said Karnage.

"Why do you wanna go to a museum on Halloween?" asked the lion.

"Der Capt'n wants to plund-OOF!" went Dumptruck as he received an elbow to the gut from Karnage.

"My friendly employee-type person, there is a costume party there and I and my noble friends are going to win best group costume!"

"Well if you want to get there quick then you ought to take a bus, there's one pulling in right now."

Karnage looked over to the street nearest them and saw a double-decker bus pulling in, "Gentlemens we are going for a ride!"

As the pirate costumed horde went off to the bus, the young lion called out to them, "Great costumes by the way!"

**Washington Avenue and 8****th**** Street-**

Molly stood at a bus stop and had no idea where Kit and his friends could possibly be. The little cub was at the edge of downtown and noticed that there weren't too many people out trick or treating here. She debated going back to Higher for Hire or to her apartment but her sense of adventure kicked in strong. She knew that Kit and the boys were going downtown so she decided that she'd continue on her way there. Worse case she'd find her way to the museum where her mom and Baloo were, Kit might even be there, she had heard him mention the museum and that he might try and go there.

A bus pulled up and let out a couple of people. The cub climbed up without being noticed due to her short stature and the fact that the driver was too busy blowing his nose. She climbed into a seat and looked out the window. Wildcat was outside looking around.

"Uh oh," the cub said as she realized that the mechanic was on to her.

Wildcat was freaking out. Where was Molly? If her mother found out she had run off he'd be in big trouble. He looked around and saw a small face looking out of a bus window. It was a little fairytale princess.

"MOLLY!" said the mechanic who then began to run after the departing bus.

**Cape Park-**

Kit and his friends arrived at the busy park and took a few minutes to relax before they continued on. The cub was having a good time and his bag was nearly full. He reached in and pulled out a handful of candy and snacked.

"So where are we going after this?" asked Sam as he took a bite out of a candied apple.

"We could head back now," said Felix as he looked at his watch, "We'd be home before curfew."

"Curfew? Are you serious?" said Ernie in disgust, "Guys its Halloween! Forget about the stupid curfew we're not little kids we should be out having fun!"

"What do you want to do fearless leader?" asked Bert sarcastically, "Go and jump out at unsuspecting people again."

"Only if it's you Bert," said Ernie with a sly smile.

"Well it's only a little before 9, we could still do something," said Kit.

"See guys, Kit's got the right idea!"

"I can't be late," said Oscar, "Mother will be upset with me."

"Oscar's right if we're caught being out after curfew then our parents will bust us," said Sam.

"Besides guys there's going to be all grownups out after ten and no one will be giving out anymore candy," said Felix.

"You guys are a bunch of killjoys," complained Ernie.

Kit rolled his eyes as Ernie stepped into 'bossy' mode, "C'mon fellas lets head out, we'll take our time getting Oscar home that way we can get him back by ten and still have some fun, sound like a plan Ernie?"

"Well we do still got an hour… so why not?"

"You boys better get back home before I arrest you for breaking curfew!" said a gruff sounding voice.

The boys at once turned their heads in unison and saw a short police officer standing in the shadows.

"Uh…don't worry officer we'll be on our way!" said Bert in a nervous voice.

"Wait a second, aren't you Ernie Spiller?" asked the policeman.

Ernie's friends looked at him and he gulped, "Ummm uh…yes officer."

"I thought it was you, you little troublemaker!"

"Wha-what did I do?"

"Actually you did nothing, I just wanted to see your reaction!" laughed the policeman in a kid's voice.

Ernie recognized the voice immediately, "Jimmy you jerk what gives!"

"HAHAHA," laughed the leopard as he stepped out of the shadows, "I couldn't help it, I didn't want to pass up the opportunity."

"That's messed up."

"So you'd have done the same thing."

This was true Ernie would have definitely done the same thing, "Yeah, probably."

"So gonna introduce me to your friends?"

"Guys this jerk is Jimmy Leopardi, I used to go to his school until I moved."

The Jungle Aces traded greetings with the leopard.

"Hi Jimmy," said Kit who had met the paperboy a few months earlier, "How you been?"

"I've been good Kit."

"Why the police uniform?" Kit said with a grin.

"Yeah Jimmy what's with the policeman get up?"

"Oh this," Jimmy said looking down at his uniform, "I dressed up like this to tick off my old man."

Jimmy's father was Jimmy the Gent Leopardi, a top mob enforcer for Mafia boss Big Joe Pelicano.

"Why'd you wanna do that?" asked Bert.

"Cause he grounded my for two weeks cause I flunked a math test. Anyway his jaw about hit the floor when he saw my costume, he said, 'No son of mine is gonna disgrace my name by being a lousy flatfoot cop!"

"What's your dad do?" asked Sam.

"Contractor."

"Like a building contractor?"

"Not exactly," laughed the skinny leopard, "Well fellas I gotta get going, see ya around."

"See you Jimmy," said Ernie.

"Later Spiller."

Kit looked at his watch; it was 9:05. "Hey guys we got 55 minutes, we better get a move on."

"I'm getting sleepy," said Oscar.

"Yup, its time to get you home," said Felix.

As the six boys left the park they failed to notice that about 100 feet away Don Karnage and his men were taking a bus by force.

**The Museum-**

Rebecca looked out at the dance floor and saw Erin and Taylor. The two foxes were dancing to the live brass band that was providing the evening's entertainment. She smiled at the sight and then sighed, _Must be fun. _She then looked at Baloo and saw that he was chowing down on a slice of pie, _Men._

Baloo finished his cherry pie and caught Rebecca looking at him. "What?"

"Oh, nothing," she said as she returned her gaze to the dance floor.

Baloo followed her gaze and saw that Erin and Taylor were dancing. He turned his attention back to Rebecca and saw that she was looking at him again. They stared into eachother's eyes.

Baloo took a deep breath, "You wanna dance?" _Did I just say that?_

Rebecca was surprised by Baloo's question, _Did he just say that?, _"I think I'd like that."

Both stood and Baloo slowly offered his hand to Rebecca. She took his hand and a jolt of electricity seemed to flow into him. He paused for a second as he registered this feeling then he led her out onto the dance floor.

**8****th**** Street and Market-**

Wildcat panted furiously, he had been running after the bus that Molly was on and had fortunately caught up to it. The bus had been slowed by a traffic accident that blocked off the street. Two cars had collided and although it was a relatively minor accident without injury, it had cause traffic to slow to a standstill and in turn the bus had come to a full stop. At the moment a tow truck was moving one car away in order to open up the right hand lane. Wildcat walked up to the open door of the bus and looked in.

"You look like you've been running a marathon pal," said the burly ape driver.

"I feel like it," said Wildcat.

"Need a lift? Hop on."

Wildcat climbed in and walked down the aisle. He looked around and saw a little fairytale princess sitting by herself. "Molly I found you!"

"Hi Wildcat, did you count to a hundred?" she asked innocently.

"Yes but I thought we were going to play hide go seek in the office not in downtown."

"I must've missed that part!"

"Well I gotta take you back home before your mommy gets back."

"Oh this bus is going by the museum so we'll see mommy!"

The bus started to pull away.

"She said not to have you out late."

"Well the bus driver said that he'll go back to where I got on _after _we go by the museum," said the little girl with a sweet-as-can-be smile.

The lion smiled, "Oh that's great that means I won't have to run back!"

The bus continued on its way toward the museum.

**The Museum-**

Rebecca held onto Baloo as the two of them danced to the now soft music. She looked up to his face and saw that he appeared to be thinking about something.

"What's on your mind?" she asked.

"I'm concentrating."

"On what?" she said. A moment later he stepped on her foot, "Ouch!"

"On not doing that," Baloo said and cringed as he felt her foot under his, "Sorry bout that."

"Um its OK, but maybe I should take the lead."

"Boy am I glad you said that, dancing isn't my thing."

"I thought you liked to dance. Don't you dance at Louie's?"

"That's different, different music and nothing close like this."

"You want to sit down and take a breather?"

"I'm glad you said that!" Baloo said and then felt a tap on his shoulder. He looked over to see a weasel waiter looking at him with a puzzled expression.

"Hey no time for dancing bud, we got more champagne to serve!" said the waiter.

Baloo rolled his eyes and said a little too loudly, "I AM NOT A WAITER!"


	5. BAG SNATCHERS!

BAG SNATCHERS!

"_Love is kinda crazy with a spooky little girl like you."-Classics IV_

**Somewhere Downtown-**

The hijacked bus careened down Plaza Boulevard at 50 mph. Inside the bus the pirates and unfortunate passengers were holding onto their seats as the vehicle was driven around like crazy. As a matter of fact the bus was being driven by someone who could only be described as crazy.

"This is fun!" said Hacksaw in his shrill voice. He swerved hard to the left and just narrowly missed hitting a taxi cab, "Watch where yer goin you idiot!" He said to the taxi driver who honked in protest.

"Capt'n it's almost 9:30," said Thickblade.

"Hmmm, they better not have had the costume contest yet," said Karnage, "We must hurry."

"Does he even know where we're going?" asked Will.

"Doubt it," said Thickblade, "But I'm pretty sure we're lost. This was true as Hacksaw hadn't a clue as how to get to the museum.

"I'm hurryin', I'm hurryin'!" screeched Hacksaw.

"Capt'n we're lost!" said Will.

"I'll find it!" yelled Hacksaw.

Karnage put his hands on the seat back behind Hacksaw and said, "DRIVE HACKSAW DRIVE!"

Hacksaw hooted and hollered as the bus continued on its way to the museum…in a roundabout way.

**The Museum-**

"Hey guys, the contest starts at ten," said Taylor.

"Taylor can't wait," said Erin, "He's been waiting all week for this."

Rebecca laughed at Taylor's childishness. Despite being a working professional, the fox could still be a kid.

"Have you guys seen Baloo? I lost track of him," said Rebecca.

"He's in the bathroom," said Taylor, "I saw him go over there after the whole waiter thing."

"He did get a little mad but I don't blame the poor guy," said Erin.

Rebecca sighed. The night had taken a surprising turn when the pilot had asked her to dance and despite the initial awkwardness it had turned out to be rather pleasant, even after he had stepped on her foot. Too bad the errant waiter had spoiled the moment. Wait a minute! Spoiled the moment? Did this mean that she was developing some sort of connection with him? A connection that was more than professional or friendship? _What am I thinking?_

Baloo splashed water in his face and then stared at his reflection in the mirror. He was still irate that he had once again been mistaken as a waiter. Maybe wearing the tuxedo wasn't a good idea. Maybe coming to the ball wasn't a good idea. _I should've stayed home…or stayed with Louie, _he thought. Just when everything was going well someone brought up the whole waiter thing and soured his evening. He was busy minding his own business and enjoying his dance with Rebecca and then someone had to bring up the waiter thing. _Wait a second…I was actually enjoying dancing with her! No way! She's my boss not my girlfriend. _He didn't like the idea that he was dancing with his boss, it just didn't sit right with him…but he had _enjoyed _it. He remembered how they had looked each other in the eyes and how they seemed to speak to each other without actually speaking. He had been nervous to ask her but felt an immediate relief sweep over him as she took his hand. He remembered the electric jolt that seemed to course up into him the moment their hands touched. It was a feeling he hadn't felt for a long time. _Whoa easy buddy, she's just Rebecca, plain ol' Rebecca who always has work for you and nags you and doesn't like you going to Louie's. She's just my boss that's all, _he thought to himself as he walked out the rest room only half believing what he had just told himself.

**Market Street-**

"Boy look at that nutcase! somebody's going to lose his job," the ape bus driver said out loud to his passengers.

Wildcat and Molly looked out the window and saw another bus go screaming by at a high speed. The red double-decker was swaying back and forth as its driver veered in and around traffic.

"Wow look at those guys Wildcat, said Molly as she pointed out the speeding bus, "They must be having fun!"

"I like to have fun," said the lion.

"It'll be fun at the museum we can play hide-go-seek there!"

"As long as I get you home before your mom finds out," said the clueless lion.

**Garden Avenue-**

Kit and his friends were making good time on their way back to Oscar's. They were taking short cuts and had kept a brisk pace. They had thought about paying for a cab but they decided that they would have enough time to hoof it back and still get candy from some of the businesses that were still open.

"We're making good time guys," said Kit, "You'll be home soon in no time Oscar."

"I hope so otherwise mother will be upset. She told the butler to write down what time I got home."

"Oscar has anyone ever told you that your mother is a little too overprotective of you?" asked Bert.

"Father told her."

"Oscar your mom is gonna flip when you go off to college," laughed Kit.

"Actually she said she is going to get me into the University of Cape Suzette!"

"That figures," said Ernie.

All of the boys laughed at the remark except for Kit and Oscar.

"Don't worry Oscar you'll still be one of the guys no matter what college you go to."

The little cub looked up at his friend and smiled, "Thanks Kit!"

The little group crossed the street and walked alongside the Garden Avenue Park. Kit figured that they'd make it to Oscar's with 5 or 10 minutes to spare. Nothing was going to keep them from getting Oscar home on time…nothing except for one thing.

The sound of screaming caught their attention. The boys looked into the park and saw a scuffle going on. A group of figures were having a tussle and then three of the figures broke from the group and went running off, cheering as they ran.

The boys watched the scene unfold and then had their attention grabbed by Ernie.

"BAG SNATCHERS!" the hyena yelled at the top of his lungs and then took off at a sprint with his sword leading the way.

The remaining boys stared at each other for a moment. It was Kit who finally broke the silence, "Well, let's go get him."

And with that the Jungle Aces went running after their leader.

**The Museum-**

Baloo walked up to the table and saw that Taylor was sitting alone. He looked around and saw that Rebecca and Erin were talking to Aunt Veronica and a couple of other costumed women.

"Something on your mind Baloo?" asked Taylor who noticed Baloo looking at the ladies.

"Nothing," Baloo lied.

"Ah don't lie;" said Taylor, "I know what's on your mind!"

"You do ?"

"Yeah," laughed the fox, "It's written all over your face."

"It is," Baloo asked incredulously, _is it that noticeable?_

"You're thinking about who's going to win the costume contest!"

"Boy you're good," Baloo said relieved that Taylor hadn't noticed that he was staring at Rebecca, _She sure looks good tonight…stop that!_

"Personally I think Erin and I are outclassed by the competition but what the heck, this is fun!"

"I think I'll win the prize for 'Most Mistaken as a Waiter'."

"Awww don't fret Baloo don't worry about what other people think I don't and look how I am."

Baloo had noticed that Taylor had a tendency to act like someone way younger than his age and that he didn't seem to care what others thought.

"Well if only I had a longer notice about this party then I would've gotten a different get up."

"Hey, there's always next year," said Taylor, "Now here come the girls."

"Oh Baloo you're back," said Rebecca as she took her seat next to him.

"The contest starts in less than half an hour," said Erin, "The Museum director and the Mayor are going to be awarding the prizes.

Rebecca turned to Baloo and said, "Erin was introducing me to some potential clients. We may be getting some more business soon, how's that sound?"

"Sounds great," _Thank God she's acting like normal Rebecca. Maybe I was just imagining things about her._

"Something on your mind Baloo?"

Baloo noticed that she was looking him in the eyes, _That look! _"Just waiting to see who wins the contest."

Rebecca gave him an odd look, "Me too," _I wonder what's really on his mind._

**Somewhere Downtown-**

"Idiot! Why haven't we arrived yet?" asked Don Karnage who was getting more and more aggravated by the minute, "I want to make my grand entrance and commence the pillaging."

"I think that it might help if we stop and ask someone for directions Capt'n," suggested Will.

"What kind of a man are you Will? Men do not ever ask for directions."

"But we're lost."

"I am not lost I know exactly where we are."

"You do?"

"Yes...WE ARE IN THE MIDDLE OF DOWNTOWN!"

Karnage's man flinched.

"Capt'n can we untie the driver," said Maddog, "And maybe me too."

"Very well untie the driver and have him tell Hacksaw where to go...but Maddog can stayed tied up a little while longer"

The pirates untied the poor driver who had been quickly subdued and tied up once the bus had been boarded. The three civilian passengers were likewise tied up. The pirates then led the goose driver to the front of the bus and ordered him to get them to the museum. Soon the bus was headed in the right direction and soon Karnage would do what he did best…plunder.

** Garden Avenue Park-**

Kit and the Jungle Aces ran as hard as they could to catch up with Ernie who was easily 20 yards ahead of them. They gradually gained on the hyena and could hear him yelling and screaming at the top of his lungs.

Ernie roared at the bag snatchers and swung his sword as he fought to keep up with them. He couldn't stand bag snatchers, they made him sick. He had been the victim of bag snatchers on several Halloweens and as such he viewed their kind as his sworn enemies. In the past he had never fought back against them. They were always bigger kids who would easily put the hurt on him so he had always licked his wounds and went home without his treats. Tonight was different however, tonight he wasn't alone. He had his friends and tonight he was going to win a victory for all bag snatcher victims. Tonight he would lead _his _Jungle Aces into battle against the dreaded bag snatchers.

Chip Ostriecher and Tommy Pachydermopolous were making their way back home and had decided to take a shortcut through Garden Avenue Park. The two had had a good haul of candy and were now on their way home to enjoy their earnings. All of a sudden three boys sprinted passed them and were soon followed by a sword wielding kid in a big floppy hat who screamed threats at them. After the sword armed kid came four more boys all of which they noticed.

"Hey guys what's going on?" asked Tommy.

"Hi Tommy we're after bag snatchers gotta run!" shouted Bert.

A moment after the four boys went by a clanking noise caught their attention. A small knight came shuffling by them.

"Evening," said the knight as he went by in an attempt to reach his friends.

"Want to see how this goes?" Chip asked Tommy.

The elephant shrugged, "I got nuthin better to do."

With that the pair ran to the knight, lifted him by the arms, and ran off after the others.

Ernie watched as the three bag snatchers took a turn down a side path, stopped, and turned to face him. He put on the brakes and now found himself face to face with three freshmen from Central High School.

"You fell into a trap buddy," said a menacing looking jackal in a pirate costume.

The jackal's friends laughed but Ernie was undeterred, "I ain't afraid of you! I'm gonna take those bags back!" he said and waved his makeshift sword at them.

All three highschoolers broke out in laughter as they sized up the scrawny hyena who was wearing a big, floppy hat, "You and what army?" asked the tiger.

Ernie heard the rapidly approaching footsteps of his friends and gave the teenagers a sly smile, "That army!"

**In front of the Museum-**

Molly ran out of the bus and up the steps of the museum with Wildcat in tow. As soon as the vehicle had stopped the little girl had raced away from the mechanic. She wanted to see what her mom and Baloo were up too. She also knew that Kit had mentioned the museum and she thought that he and his friends may have shown up.

"Molly wait!" said Wildcat as he ran up the steps after her. The lion slipped and went to the ground while Molly ran across the street to the museum.

At the top of the steps stood a grizzled badger guard, "Whoa slow down their little lady."

"My mommy is in there," Molly said sweetly.

"Is that so," said the guard, "What's her name?"

"Rebecca Cunningham."

"The guard looked at the guest list and saw that there was indeed a Rebecca Cunningham on the list. "Why are you here alone?"

"I uh, got lost from my friends," she said innocently.

"Come in then, I'll find your mother," said the guard who motioned for her to follow.

Wildcat stood up and watched as Molly went inside the building. He had to get to her before her mother saw her, if Rebecca found out then he knew he could cancel his fishing trip with Baloo and Kit. He took off running and made his way up the steps. He entered the building unnoticed as the guard had momentarily left his post to his sleeping partner.

Wildcat tip-toed passed the guard desk in an effort not to wake the guard. However the guard snored so loudly that he woke himself up.

"Wha-what? Hey who are you?" said the Doberman guard.

"I'm uh, uh," Wildcat stammered, "I'm a mad scientist!" He said referring to his costume.

The guard squinted at him and then smiled in recognition, "Great get up Professor Boffin glad you're well enough to make it!"

"Uh thanks."

"Just follow the noise and you'll find the party."

"OK," said Wildcat who lucked out by bearing a resemblance to the eminent Professor Harold Boffin, a university professor of Renaissance Art and member of the museum board of directors who was currently at home in bed with a case of the mumps. He stopped short of the main room and went to look at an enormous statue of the god Zeus. He looked beyond the statue and saw a wide hallway that was lined by other statues. Interested he walked down it and came upon a statue of a god hard at work with a hammer and anvil. The statue was titled _Hephaestus _and was something that appealed to the mechanic. The lion forgot all about Molly and proceeded to go about exploring the vast museum.

Rebecca turned her head toward the room's entrance and saw that a security guard was coming toward her. The security guard wasn't what caught her attention though, it was the fairytale princess that was walking with him.

"Hey Rebecca isn't that Molly?" asked Erin in wonder.

Rebecca didn't respond, instead she got up and quickly walked toward her daughter and the security guard.

Baloo sensed that the night was going to take a turn for the worse. He stood and said to Erin and Taylor, "I'll be right back."

Baloo caught up with Rebecca and was led into a staff lounge where Rebecca began to ask questions.

"What is my daughter doing here?" she asked the guard, "Molly what on earth are you doing here? Where's Wildcat?"

"He was with me in the bus Mommy."

"Where is he now?"

"Um, I don't know."

"Young lady you are in deep trouble!" Rebecca said and then noticed that her little girl was on the verge of tears, "Hey no Molly don't cry. I didn't mean to snap at you but I wanted you to be at home and now you have me worried."

"I'm sorry Mommy I just wanted to have fun with you or Kit if I could've found him, so I ran away from Wildcat and he followed me."

Rebecca picked up her daughter and smiled sweetly, "I'm not mad at you honey but we're going home and you're not getting any sweets or listening to Danger Woman for two weeks OK?"

The cub sniffled, "OK Mommy."

"Maybe I should go and tell Erin and Taylor that we have to leave," said Baloo.

"Would you Baloo…and apologize to them for me."

"Don't worry I got it."

Little did they know that they wouldn't be leaving the museum anytime soon.

**Garden Avenue Park-**

The three freshmen watched as the hyena's friends came running up to his side. They were led by a brown bear cub in a baseball player's uniform, a skinny crane in an Air Corps pilot's uniform, a rabbit sailor, and a big hippo in the black and white stripped garb of a prisoner. A few seconds later three more boys came running up…actually two boys were running while the third was being half carried, half dragged between them. These were dressed as a ghost, a doctor, and a knight.

The leader of the three bag snatchers sneered at the arrivals, "Oh look fellas its an army of little middleschoolers!"

"OOOOH I'm soooo scared!" said a muscular teen bear in a medieval executioner's hood.

"You little boys should be in home in bed!" laughed the third member of the trio, "A tall and skinny weasel in a football player's pads and helmet.

"Gimme back the candy or else!" said Ernie.

"Or else what?" said the jackal in a mean voice.

In all of the excitement Ernie hadn't actually thought out his next move. He really didn't know what he was going to do. These were three highschoolers who were bigger than he and his friends. Like it or not he was going to have to make a decision: he could back off and look like a loser in front of his friends or he could press the issue at hand.

Ernie made up his mind, "Or else me and my friends are gonna take em' back!"

Kit shut his eyes and shook his head, _Well here we go…_He walked up to Ernie's side, "Got your back."

Ernie looked to his best friend, grinned, and then turned his attention back to the three teenagers. "This is your last chance! Give us the bags or we'll take em' from you!"

"Come get em'!" said the jackal.

And with that Ernie charged in sword first with his friends following behind him.

The three bag snatching victims had finally caught up with the bag snatchers and the other group of boys who had gone after them. What they found was an incredible scene: The three bag snatchers were squaring off with eight other boys. The leader of the group had gone in with what looked like a sword, he was followed closely by a boy in a ballplayer outfit who pulled him away from an oncoming punch that was thrown by a muscular grizzly. The grizzly's punch narrowly missed its target and he was in turn jumped on by a hippo. A small rabbit got knocked to the ground by a weasel who received a kick to the shin by an ostrich in a doctor's lab coat. The hyena with the sword ran at the leader of the bag snatchers and took a blow to the cheek which sent him sprawling. His baseball player friend ran to his side and got a fist to the shoulder courtesy of the jackal. The other boys jumped into the fray and soon the older boys realized that they were no match for the numbers of younger kids. The big bear went down under the combined weight of the hippo, an elephant in a ghost costume, and a crane. The grizzly desperately lashed out with his fist and connected with the armor of the kid in the knight costume. He yelled out in pain while the little knight went to the ground with a metallic thud. Although the fight seemed to go on and on it was finished in just over a minute. The three bag snatchers knew they couldn't hold out any longer and so they bolted out of the park, leaving their stolen bags in the hands of the victors.

"That's right run away!" yelled Ernie as he held his sword up in triumph and the spat blood onto the ground.

"Everybody OK?" asked Kit as he looked out at his friends.

His friends had some scrapes and bruises and a couple had some cut lips and there were more than enough bruises but for the most part everyone was fine.

"We're all OK Kit," said Sam who helped Oscar up to his feet, "You OK Oscar?"

"I'm fine," he answered, "Mother was right about the armor protecting me!"

"Hey Chip, hey Tommy, what are you guys doing here?" asked Kit.

"Taking a short cut home," answered Tommy.

"Yeah, it's almost curfew Kit," said Chip.

"I'm going to be late!" said Oscar.

"That was amazing," said a feminine voice.

All the boys turned and saw three girls about their age standing a few feet behind them. They were a panda, a cheetah, and a hyena. It was the hyena who had spoken.

"These belong to you?" asked Felix as he lifted up a bag.

"Yes said the cheetah who wore a farmer's overalls and straw hat. She had straw tied to her hands which made her a scarecrow.

"Thank you guys!" said the panda who was dressed as a nurse.

"No problem!" said Sam who wiped a speck of blood from his lip.

"That was really something guys," said the hyena girl who was dressed as an angel. She looked at all of the boys and then looked Ernie in the eyes and smiled warmly, "Thank you!"

Ernie was momentarily frozen by the girl's gaze and smile. She was about his age and maybe an inch or two shorter than he was. She had green eyes, a gentle-looking face with reddish spots of fur on her cheeks, and a smile that could melt butter. _I think Heaven is missing an angel!_

"Uh um uh," Ernie stammered then collected himself, "It was nothing! Me and my friends do this stuff all the time!"

"You stop bag snatchers all the time?" she said curiously.

Felix and Bert exchanged glances and shook their heads, Chip laughed, and Kit grinned.

"Well we can't let people get away with bullying people!"

The hyena girl looked at the leader of the group of rescuers. He was a skinny hyena boy around her age and a little bit taller. Like her he had reddish spots of fur on his cheeks although the area of his left cheekbone appeared to be swollen from the blow he had taken from the jackal. He was wearing a big, floppy leather hat that had a blue feather sticking out of it and a big blue shirt that had a white Fleur d' Lis on it. In his right hand he held a homemade sword. She laughed; all in all, the boy was a comical sight. _He's cute!_

Ernie furrowed his brows as the girl laughed at him.

"A musketeer, right?"

"What? Oh yeah," he said, puffed out his chest, and smiled, "Somebody got it right!"

"Ernie we're gonna be late getting Oscar home," interjected Bert.

"Huh? Oh yeah," said Ernie who was having a hard time taking his attention off of the girl, _She's cute!_

"Well if you guys are going to be late don't let us stop you," said the cheetah.

"Yeah we got to get our friend home," said Ernie, "C'mon guys let's go!"

"Wait," said the hyena girl.

Ernie held off on leaving.

The girl approached him and smiled, "Thank you so much!"

"No problem!" He said and was surprised when the girl put her arms around him and gave him a hug. He tensed up in surprise, _Whoa._

She hugged him tighter and whispered into his ear, "You're my hero," then she released him and went to her friends.

As the three girls walked off into the night Ernie could still feel the tingling sensation that started when the girl hugged him. He'd never felt anything like that before and then he realized something; _We never even told each other our names!_

**The Museum-**

"Molly's here?" asked Erin in amazement, "I thought she was with your friend Wildcat."

"Well uh, she uh, well you know how kids are," said Baloo.

"She snuck out?" asked Taylor.

"Yes."

"I guess you three will have to leave then," said Erin in uncertainty.

"Yeah, it's too bad too, I wanted to see who won."

"Well the contest kicks off in 10 minutes if you can persuade her to stay until then," said Taylor with a smile.

"I'll see if she's up for it," said Baloo who then walked out of the room. As he left the auditorium he saw a familiar face, "Wildcat?"

"Oh Hi Baloo!" said the lion in a cheery voice, "Have you seen Molly?"

"Weren't you supposed to watching her?"

"Well she got on the bus and I followed her and now she's somewhere in here."

"Come on she and Rebecca are this way."

Wildcat followed his friend into the side room where Rebecca and Molly waited.

"Aren't you supposed to be watching Molly Wildcat?" asked Rebecca with a trace of anger in her voice.

"Hey now Becky don't get mad at him," said Baloo.

"Its Rebecca."

"I'm sorry Ms. Cunningham I really am," said Wildcat with genuine remorse.

Rebecca looked at the lion and smiled warmly, "Its alright Wildcat at least you stayed with her."

"Really?"

"Really."

"The contest is a few minutes away," said Baloo, "We can stay until then."

"Can we Mommy, can we?" asked Molly as she tugged at Rebecca's dress.

Rebecca looked at the others and smiled, "OK, we can stay until the contest is over."

**4****TH**** Avenue-**

The six members of the Jungle Aces Secret Midnight Club along with Tommy and Chip left Garden Avenue and continued on their way back to Oscar's. The poor little cub was being weighted down by his suit of armor and was growing more tired by the minute.

"Guys I'm beat," said Oscar who then sat down on a bench.

"How are your feet holding up Oscar?" asked Kit with concern. He had no idea how the little bear cub had made it this far with such a heavy costume. Maybe it wasn't such a good idea to walk downtown.

"They're sore Kit."

"Think you can make it back Oscar?" asked Bert.

Oscar looked at this wristwatch and saw that it was 9:54, "I think I'm going to be late."

"You can take a cab," suggested Felix.

"We'll never make it back in time," said Kit as he too looked at his watch.

"He shouldn't have to go alone," said Sam, "Its better if someone goes with him."

Oscar sat down on a bench and rubbed his sore feet.

"Well we might have to split up," Felix said.

"We're not splitting up!" said Ernie as he jumped onto the bench where Oscar sat, "We're the Jungle Aces and we stick together! We just got into a fight with some highschoolers and we didn't get in any trouble and now you're all worrying about curfew? Gimme a break! Its Halloween lets have fun! Kids live for this sort of stuff. We should be out all night like the adults. It's the one night of the year where we can do all this fun stuff and you want to go home? Puh-leeze!"

The boys looked at their leader as he stood up on the bench with one hand on his left hip and his other swinging his sword around as if to emphasize his point.

"What are we going to do then if we stay out?" asked Sam.

"Kit said there's something at some museum so we should go there."

"My parents are there!" said Oscar.

"Ernie we can't go there cause Oscar's mom and dad will see him and we'll all end up in trouble, maybe we should just cut our losses and go home, I mean we did a lot tonight," said Bert.

"Come on guys Oscar is already going to be in trouble for being late so why should he be the only one? Our parents wanted us home by a certain time and we all missed it so we're all going to be in trouble."

"That doesn't justify anything Ernie," said Kit who wanted to reason with his friend.

"Bah, you know what guys?" Ernie said as he continued on his diatribe, "My dad says that a friend will bail you out of jail but a true friend will be sitting in the cell next to you saying, 'Boy we really messed up, but it sure was fun!' We're Oscar's friends, we're the Jungle Aces and we stick together no matter what!" Ernie raised his sword high above his head and said, "Its all for one and one for all!"

"All for one and one for all?" said Sam, "I heard that somewhere before."

"That's the motto of the Three Musketeers!"

"But there's six of us," said Felix, "Eight with Chip and Tommy."

"Whatever, three musketeers or eight, same difference."

The boys all looked at Ernie, who somehow managed to look both commanding and ridiculous at the same time, and made their decisions.

"Lets have some fun guys!" said Oscar, "Besides, Father says I should have more fun!"

Ernie smiled in satisfaction, grinned, and winked at Kit.

Kit stared up at his best friend in wonder, _What's gotten into Ernie?_ _He wasn't anything like this before. He was regular ol Ernie until tonight, until the bag snatchers showed up and he met that girl…That's it! The girl!_


	6. Greetings my Costumedtype Peoples

"_From ghoulies and ghosties and long-leggedy beasties and things that go bump in the night, Good Lord, deliver us!"-Scottish saying_

**The Museum-**

Taylor leaned over to his wife's ear, "What's Molly doing here?"

Erin saw that the girl was walking up to their table and was followed by her mother, Baloo, and Wildcat who wore a mad scientist outfit, "Molly how did you get here?"

"I took a bus!" said the little girl.

"It's a long story Erin," said Rebecca, "We're going to leave after the contest."

"Speaking of the contest," said Taylor with a childish smile, "Its going to begin in about a minute! You'll like this Molly."

Molly smiled and jumped onto a chair, "Mommy I'm hungry."

"Baloo think you can help her out?" asked Rebecca.

"I'll go get you something Molly," said the pilot as he walked off toward the buffet's desert table to get the cub and himself something to eat.

Uncle Redmond and Aunt Veronica walked by their table, "Its going to start," said Uncle Redmond who then saw Wildcat, "Professor Boffin glad you could make it!"

As the couple walked by Wildcat looked at his friends and said, "Who's Professor Boffin?"

**Driving down 4****th**** Avenue-**

"I think we're almost there Capt'n," said Will, "There's a sign that says that it's the next left.

Don Karnage looked at the sign that Will had pointed out: **Fine Arts Museum-Next Left**. "Good soon I, the ridiculously intelligent Don Karnage will be trick or treating the museum-types!"

As the bus continued on to the museum it passed a group of 8 middleschoolers.

**4****th**** Avenue-**

The Jungle Aces along with their two friends were walking east on 4th Avenue toward the museum. They reasoned they were going to be breaking curfew but as Halloween came but once a year what was the problem with breaking one rule?

"What are we going to do once we get there?" asked Sam.

"We're going to see how upper class grownups have fun," said Ernie who led his troop in their law breaking.

Kit actually found himself enjoying this: He had initially been against staying out passed curfew for the sake of Oscar but once the rich boy had decided to stay out late against his mother's wishes his own attitude had changed. It had been a while since he had done something that required him breaking the law. He wasn't by nature one to break the law but due to his past as an orphan/runaway and as an airpirate he had done things that would be considered criminal, things like swiping food when he was hungry to trespassing to plundering airplanes. In comparison breaking curfew on Halloween was nothing. Besides it was fun to be out with his friends.

"Ernie you realize that we're all probably going to be grounded," said Kit with a smile.

"Still trying to get me to be a better kid huh?" said the hyena with a grin.

"You know me!"

"Yup always trying to keep me on the straight and narrow." This was true; both boys knew that Ernie needed someone to keep him out of trouble and Kit was the guy for the job, "What would I do without you?"

"Be grounded for 6 months probably," said the cub who then heard the roar of an engine. He looked behind him and saw a red double-decker bus come flying down the street in the direction they were headed. Before the bus rounded a corner he caught a glimpse of its driver. _Geez that guy looks just like Hacksaw…wait a minute! It is Hacksaw! And Karnage!_

Ernie noticed that Kit had tensed up, "What's wrong? Did the bus startle you?"

Kit made a split second decision: "I'm going after it!"

Ernie watched as his friend ran after the bus. He yelled out, "What's wrong?"

Kit looked over his shoulder and yelled back, "Don Karnage!"

Unfortunately Kit's words weren't quite heard by his friends as he ran. The others looked at each other and then looked at their leader in anticipation_, _"OK fellas let's go!"

Once again the Jungle Aces along with Tommy and Chip went running.

**The Museum-**

The bus came to a sudden stop in front of the Museum of Fine Arts. Its doors opened and Don Karnage proudly stepped out and walked up the stairs with his men in tow.

"What a humongous building," he said and licked his lips, "What valuable treasures await me!"

The badger security guard and his Doberman partner watched as a group of pirate costumed men walked up to the building's entrance.

"You guys are running behind," said the Doberman guard who came out to greet them, "The contest is about to start."

"What's your gentlemen's names so I can mark you off on the guest list," asked the badger who stood at his partner's side.

"My name," said Karnage as he drew his cutlass and pointed it at the badger's belly, "Is Don Karnage!"

**The Ballroom-**

"Yes finally the contest can start!" cheered Taylor as he watched his aunt, uncle, and the museum's director take the stage.

The round hippo director wore a Roman Emperor's white toga and purple stole and had laurel leaves adorning his head. "Ladies and gentlemen, first of all I would like to thank you for attending our first Halloween Costume Ball and also for your patronage of our beloved museum. Now I better hurry up and finish talking so we can get to the part that I know you have all been waiting for… the costume contest!"

The party-goers laughed and cheered and then watched as the director welcomed the mayor onto the stage. The burly walrus in a monk's robes took the stage and announced that he would be presenting the category winners with their prizes.

"So what all are the categories?" asked Baloo to Taylor.

"Well there's best couple, best group, most original, best male, best female, best all around, and a few others."

"I don't think we stand a chance," said Erin as she looked at the competition, "But at least this is fun."

"Mommy do you think you'll win?" asked Molly to her mother.

"Well dear I think there's a lot of people here who have great costumes so it's going to be tough," answered Rebecca.

"I guess that means no," said the little girl.

"My Mom told me that everyone's a winner," said Wildcat as he gazed at the crowd, "But I don't remember winning anything!"

Baloo looked at his friends and then focused on Rebecca, _If Molly hadn't have shown up she'd be a shoo-in for cutest. What am I saying? _He turned away from his boss and shook his head.

"You alright Baloo?" asked Rebecca.

"What? Oh yeah, yeah I'm good just nodding off a little is all." _She's your boss!_

Rebecca looked at her friend and thought to herself, _He's been acting weird tonight._

**The Museum Rotunda-**

Don Karnage watched as his henchmen bound and gagged the captive security guards and take them and the captive bus riders to a side room and smiled in satisfaction. Noise caught his attention. It was the sound of clapping and cheering. _The contest must be staring! _He walked further into the rotunda and took in the statue of Zeus that stood in the center and then gazed at the murals on the wall. Everywhere around him were works of art that were just a fraction of the treasures that were inside the building. Tonight was going to be a good night.

"Wow-wee Capt'n, this place is a jackpot," said Will as he took in the rotunda, "this looks like the kinda place where smart people go."

"What are ya sayin Will, that we ain't smart?" asked Hal.

"Something like that."

"Der, I'm smart-ish," said Dumptruck.

Karnage sensed that his men were in need of more than just plunder. His bunch needed culture and refinement. "Gentlemen, let's broaden our minds!" He looked to Dumptruck who stood near the door, "Dumptruck."

The Great Dane pushed open the door and Karnage stepped into the contest.

**The Ballroom-**

Veronica looked on as the museum director and the mayor awarded the first of the evening's prizes. The award for best couple went to a husband and wife in the plush robes of Tudor-era monarchs. The regal looking badgers looked absolutely resplendent in their robes and frilled clothing. The pair had the advantage of being affiliated with a costumer who worked in the movies. Veronica looked away from the winners and took in the rest of the crowd. Then movement out of the corner of her eye caught her attention. A group of late comers was walking into the room. There looked to be over a dozen of them. She noticed that all of them were dressed like actual airpirates.

"Oh my Redmond look at these people," said Veronica who pointed out the pirates to her husband, "They look like they're going to make a bid for best group!"

Redmond looked out at the crowd and saw that a group of swarthy individuals in pirate garb were approaching the center of the room. He watched as the crowd parted for the newcomers and that was when he caught sight of what he correctly took to be the leader of the group: a haughty looking wolf in a fancy blue coat with gold buttons sauntered across the floor. He was flanked by a short dog in a yellow overcoat and by a massive Great Dane who sported a top hat. This pirate was pushing a mangy looking dog, bound in chains, before him.

"Wow they even dressed up their friend as their prisoner," said Redmond, "They're good."

Don Karnage stood in the very center of the room and took in all of the costume wearing people around him. Some were dressed as monsters, others as characters from the movies, there were historical figures and imaginary beings too but all were insignificant next to the greatness and stylishness of the pirate lord. He smiled and knew that he and his crew would easily win the best costume prize.

"Nice outfit fella," said a koala in a caveman's coverings.

"Thank you caveman-type person," answered Karnage who noticed that a quartet of Gold Rush miners was eying him and his men with envy.

Baloo noticed a change in the gathering's atmosphere and looked around. He saw the crowd part to allow a group of people to walk to the center of the floor, "What's going on?" he asked.

"I think there's some late arrivals," answered Taylor.

"Looks like they're going for best group," said Erin.

"Baloo, look at how they're dressed!" said Rebecca with a trace of terror and disbelief in her voice.

Baloo focused closely on the group and found himself looking at Don Karnage. "KARNAGE!" he said loud enough to catch Taylor and Erin's attention.

"Did you just say Karnage?" asked Erin, "As in _Don Karnage?"_

"We need to find a phone and call the cops!"

"That might be a problem," said Taylor who then pointed out the fact that a pair of pirates was guarding the room's doors.

"Mommy what's wrong?" asked Molly.

Rebecca looked to her daughter and tried not to show her fear, "Baby stay close to me.

"OK everybody, let's just stay calm," said Baloo who knew that he was going to have to do something about this.

Up on the stage the director and the mayor had made the decision to award the prize for best group costume. Originally they and the other museum staff that were responsible for choosing the winners of each category had decided that the award was going to be given on a troupe of Medieval minstrels who had been entertaining the crowd with songs and rhymes but now they had changed their minds. They were going to award the prize to a group of late arrivals who's costumes made them look like they were the real deal.

"Ladies and gentlemen," said the mayor, "The award for Best Group Costume goes to the fashionably late airpirates who I should say look just like the real thing!"

Baloo and the others looked on as the crowd clapped and cheered in applause. No one seemed to have any idea that the people who were dressed as airpirates were _actual _airpirates. Now he watched as Don Karnage climbed the stairs and walked across the stage to claim his trophy.

**Outside the Museum-**

Kit wasn't thinking: Whereas anyone else would have immediately found a phone and called the cops he instead charged into action. He ran on autopilot and took the steps to the museum's entrance two at a time. He stopped when he saw that a pirate sat at the guard's desk. Luckily for Kit, the pirate was too busy reading a magazine that had been left there by the now captive guards. The cub spun around and ran back down the steps. He turned onto the sidewalk just as his friends were catching up with him. Ernie shouted something but Kit didn't listen. He was too busy thinking of how to get into the museum and stop Karnage and his men from hurting anyone, especially Baloo and Rebecca. The boy spotted a grate on the sidewalk, lifted it up, and jumped down.

Ernie and the boys watched as Kit jumped down into the sewer. "What the heck?"

"Did he just go where I think he went?" asked Chip to Ernie.

"Yup."

"Why?"

The hyena knew that something serious had to be happening to cause Kit to go jumping into a sewer. He figured that whatever it was that caused Kit to do this was serious enough that he would need help. _I ain't letting Kit go it alone, besides why should he have all the adventures? _

"What are we going to do?" asked Oscar.

Ernie grinned at the cub, "We're going to have an adventure Oscar," and with that the hyena opened the grate and went in after Kit.

The other boys stood looking at one another in silence for a few moments and then Bert spoke, "Screw it, I'm already breaking curfew so why not go wander around under the streets?" Then he too went below. A few seconds later the rest of the Jungle Aces and their two friends dropped underground.

**The Ball Room-**

Don Karnage took the hefty trophy from the mayor and held it above his head in triumph and addressed the crowd, "Greetings my costumed-typed peoples, it is I, the great and devious Don Karnage!" He smiled as the crowd seemed to take a step back, "Trick or treat!"

The mayor and the museum director stood next to Karnage in shock. The two of them couldn't move due to fright and were immediately pulled away from the pirate leader by Dumptruck.

"But you-you're, you're Don Karnage!" said the shocked mayor.

"That is what I said," Karnage snapped, "Now wonderful people I would like for you all to allow I and my pirates to enrich our lives with culture…in the form of the priceless works of art. Is this good? Yes no?"

Down on the floor Rebecca grasped Baloo's arm with one hand and held Molly tightly to her body with the other, "Baloo what are we going to do?"

Baloo looked into his boss's eyes and saw the fear that lie there. He looked down at Molly and saw the same thing in her eyes. He couldn't allow anything to happen to them. "I don't know Rebecca, but I'll think of something."

Up on the stage Don Karnage watched as his men herded the crowd toward the back wall of the room. The wolf then glanced down at Maddog and said, "I hope you have learned a lesson Maddog," he then turned to Will, "Will undo his chains."

"Yes Capt'n," said the second mate.

Soon Maddog was free of his bonds, "Thanks Will I couldn't take another second in those chains."

"Oh so no thanks to your merciful leader?" said Karnage in annoyance.

Maddog looked up at his captain and lowered his head closer to his shoulders, "Thank you Captain."

"See everyone," Karnage called out to the crowd, "I am a nice guy."

Hal looked around at the party-goers and saw one a leopard dressed as a mime. "A mime? I hate mimes!" He said as he pulled out his pistol and walked toward the scared mime.

The mime was cowering in fear and pantomimed begging for mercy. A moment later Hal was in front of the mime and preparing to shoot him.

"Hal, no stop!" said Karnage.

"But why Capt'n?"

"A mime is a terrible thing to waste!"

Hal holstered his pistol and said to the mime, "You're lucky!"

"Now Hal, make sure none of these people escape okey-dokey?"

"Yes Capt'n," said Hal as he watched his boss leave with the others to begin the plundering.

Over against the wall Baloo and the others huddled. They were being guarded by three airpirates who were armed with rifles and swords.

"Any ideas yet Baloo?" asked Rebecca.

"I'm working on it, I'm working on it!"

"Well work faster!"

"Maybe if I could make a break for the door I can get out and get help," said Taylor.

"Don't chance it Taylor," said Baloo.

"Well then what should we do?"

Baloo thought it out: he had faced Karnage and his pirates in the past and he had always managed to get out of whatever bind he found himself in so why shouldn't he be able to get out of this? Of course he had no plane and there was three pirates with weapons guarding him. _Think think think!_

"Mommy what are we going to do? I'm scared," said Molly.

Rebecca knelt down and looked her daughter in the eye, "Everything is going to be alright baby, we'll get out of this."

"Promise?" said the cub with a sniffle.

"Promise."

"It looks like Karnage and his men are going to start pillaging," said Erin as she watched the pirates spread out and move out of the room.

"How dare they do this!" said Redmond in a voice loud enough to catch the attention of a nearby pirate.

"You pipe down," said a vicious looking wolf pirate.

"Listen here you cretin, you and your friends are not going to get away with this!"

The pirate raised his rifle.

"Dear don't antagonize him," warned Veronica.

"That's right old timer listen to your old lady!" said the wolf with a mean smile.

Rebecca put her hands on Baloo's arm and said quietly, "Maybe if we just let them do their dirty work they might leave us alone."

Baloo looked to Rebecca, "Knowin' these guys I don't think we'll be that lucky especially if they notice we're here."

Rebecca tensed up as she realized the point that Baloo made. They had both had numerous run-ins with Karnage and she doubted that the pirate would let them slide for all the times they had foiled his plans. She squeezed his arm tighter.

Baloo felt Rebecca tighten her grip on his arm and without thinking, put his hand on hers. He gave her hand a reassuring squeeze and mouthed the words, _Don't worry. _

She smiled at him gently.

**Louie's-**

Across the open ocean from Cape Suzette Typhoon Louie was raging, but that wasn't the only thing that was raging. Outside the wind and rain battered the establishment but inside a party raged.

"Man o man this is somthin' Louie," said Ray to his boss who was working alongside him at the bar.

"You're tellin me Ray, I'm just glad all you guys stayed with me otherwise I don't know what I woulda done," said the orangutan as he served up another round of drinks to the crew of a fishing vessel that had made port on the island to avoid the rough seas.

The fishermen were just a few of the 200 plus people that had been either at sea or in the air when the Typhoon had forced them to change course. Many were well aware of the approaching storm from the news reports but had gone about their business. Soon many had realized that the storm was worse than they thought and so they made for the nearest port in their area.

Louie's became the focal point for two reasons. Reason Number One: Louie's was one of the few places in the area and it had a shallow harbor and a dock. Reason Number Two: A pilot and patron of Louie's had mentioned Louie's famous Halloween Party and had broadcasted the fact over the airwaves. Now the place was alive with refugees from the storm like the fishermen, numerous pilots, and a bunch of passengers from a cruise ship that was anchored in the harbor. The passengers had decided it was better to ride the storm out at Louie's instead of on a storm-tossed ship.

"Time for the Super Special Louie?" asked Ray.

Louie licked his lips at the thought of the massive concoction that he was going to unveil and smiled, "It's time Ray ol' buddy!"

Ray watched his boss disappear into the kitchen and reappear a moment later pushing a cart with a large silver punch bowl with a cover on top. The orangutan wheeled it onto the center of the dance floor as the dancers moved out of his way. The band got quiet and the crowd hushed.

Louie smiled and looked at the crowd, "Everyone have I got a special treat for you!" _Too bad Baloo couldn't make it._

"What is it Louie," called one of the club's regulars.

"I give you all the all new, brand new, superdooper, scrumptious, Krakatoa Super Special!"

The crowd watched as Louie lifted off the lid to reveal 20 pounds of different flavored ice cream sweetness, fruity goodness, sprinkled colors, and a hint of something you'd have to be an adult to drink all in a serving size meant for at least 4 people.

There was a collective "Oooohhhh," from the crowd.

"Its beautiful," said a large dog with a look of awe.

Louie winked at the crowd and said, "Dig in!"

The party-goers didn't waste any time.

**Under the Museum-**

Kit stopped as he heard the sounds of his friends following behind him. He turned and looked at them as they all stopped and stood around him in the dim tunnels under the museum.

"OK would someone mind telling me what we're doing in the sewers?" asked Bert.

"Yeah Kit what's the deal?" asked Sam, "It stinks down here."

"Don Karnage is here!" answered the cub.

"Did you say that Don Karnage is here?" asked Chip in terror.

"Wait a minute, why would Don Karnage be here?" asked Tommy, "How'd he get into the city?"

"Yeah," said Bert, "He'd have to get passed the cliff guns and the Air Corps."

"I don't know how he got here but he's here," replied Kit.

"We should go get the police," said Bert.

"Get the police?" said Ernie in disbelief, "Like they're gonna believe a bunch of kids who're out after curfew!"

"Well aren't you the reason we're all out breaking curfew fearless leader?" asked Bert.

"Well you didn't have to stay out."

"Guys," said Kit with enough force to get everyone's attention, "We have to do something before Karnage and his guys start hurting people."

"My parents are there!" said Oscar in a panicked voice.

"So is Baloo and Miz Cunningham and I'm not about to let anything happen to them.

"We need to get the cops involved," said Felix.

"Now boys you don't want to do that," said a menacing voice.

The eight boys turned their heads in the direction of the voice and watched as a shadowy figure brought a cigarette up to his mouth and light it with a match. The match light revealed a swarthy wolf pirate holding a Tommy Gun.

"I think we're in trouble," said Felix.

"Hello Kit," said the wolf, "We've missed our little cabin boy haven't we Slash?"

"Sure have MJ," said Slash as he stepped out of the darkness and flicked on a flashlight, "Hi Kit bet you didn't think we'd be smart enough to guard the sewers."

Sam watched as the fat cat laughed and then looked to Kit, "You know these guys?"

Kit looked at his friend, "Long story."

"If you come with us without any trouble you can tell your friends," said the wolf.

"Actually Machine Gun Jack, how about I hit you upside the head then me and my friends jump Slash?"

The two pirates broke out in laughter and then Machine Gun Jack spoke, "That's a good one Kit…I'd like to see you try."

"OK," said the boy who quickly reached behind his back, pulled his airfoil out from under his jersey, clicked it open, and hurtled it at the wolf.

Machine Gun Jack had no time to react before the boomerang-shaped device smacked him upside the head. He staggered and then fell down on top of his Tommy Gun.

"GET THE FAT CAT!" yelled Ernie to his friends and immediately the cat was swarmed by the boys.

"C'mon we got to go!" said Kit to his friends as he picked up his airfoil.

"We can go get the cops," suggested Chip who then looked down at Machinegun Jack and saw him push himself up from the sewer floor and grab his machine gun, "Or maybe not."

"RUN!" shouted Felix.

The boys bolted down a corridor that ended up leading them to an open wall grate that in turn led into the museum's basement.

"Now what?" asked Felix.

A burst of machine gun fire echoed down the corridor, "Get back here kiddies! I got something for you!" yelled Machine Gun Jack.

"First off we need to get away from him," said Kit as thumbed toward the direction of the gunfire, "Second, we need to stop Karnage!"

"OK then, lets get upstairs," said Ernie.

**The Central Gallery-**

Karnage stood in the gallery and took in the priceless works of art. There were paintings by artists such as Leonard Dogvinchi, Vincent van Goat, Rambrant, Edvard Moose, and even some recent paintings by the surrealist Salvador Doggi.

Karnage licked his lips at the valuable artwork. "Such pleasure to my eyes!"

"But all these are just a bunch of paintings Capt'n!" complained Thickblade.

"Fool, these 'paintings' are priceless, but then again I guess only a cultured man such as my own self would appreciate them. Now go and get me valuables!"

Karnage watched as his pirates fanned out across the museum and proceeded to swipe as much as they could.

Gibber came up to him and whispered something into his ear.

"I don't care if you think we are taking too much time! We will leave when I say we leave!"

Gibber whispered again.

"Gibber I make the decisions here, we will take what I want when I want which is now and then we will leave, understand yes no?"

Once more Gibber whispered into Karnage's ear.

"Aye Dios mio," said the wolf, "My plan is foolproof. No one will find us and we will escape because I am genius enough to have put Slash and Machine Gun Jack in the sewers to guard the escape route.

Gibber sighed and pointed to something past Karnage.

"What now," said Karnage as he turned and saw what Gibber was pointing at: Slash was coming up the stairs from the basement. "What are you doing here?"

"We got a problem Capt'n," said Slash.

"What now?"

"We have company," said the cat as he explained what happened in the sewer.

"So the boy is here," said Karnage with a smile, "That means his pilot friend Baloo must be here...tonight is going to be very interesting.

**The Ballroom-**

Baloo and Rebecca watched in terror as Don Karnage walked into the room and strode up to them with a sinister smile, "Hello Baloo, hello annoying business lady."

"Hi Karnage," said Rebecca with a tinge of anger in her voice, "I hope you know you're going to have your evening ruined."

"Do not be so certain my dear."

"Hiya Karny," said Baloo who then added with sarcasm, "What are you going as for Halloween? A guy who thinks he's going to get away with it?"

Karnage brushed off Baloo's comment and then focused in on Baloo's costume. He furrowed his brows and then said, "Did you get a part time job as a waiter?"

**The Tapestry Room-**

Kit and the boys hid in the Tapestry Room and tried to formulate a plan, however there was a big question that Sam wanted to ask Kit. "OK Kit, how do you know these guys?"

Kit swallowed hard and then decided that he needed to tell his friends the truth about his past. The only one who knew was Ernie and that was only because he had found out from Baloo and Rebecca. Kit had thenfound out from Baloo that Ernie knew and so he had sat down with Ernie in the clubhouse one afternoon and told him about his past with Karnage. Ernie had listened quietly as Kit recounted his story and when he was finished he had promised to keep it secret. The only other person who may have even suspected was Oscar, but as of yet the little cub had never hinted that he may know. He worried about what the others would think but he decided to tell them anyway.

"I spent about a year with these guys," said Kit to his friends, "I used to be an airpirate."

The other boys looked at him but said nothing.

Finally Oscar spoke, "Then you know how they think and that means we can stop them!"

Kit looked at the smiling boy and found himself smiling too.

"So you were a pirate," said Felix.

Kit looked at his friend and said, "Yes I wa-"

"So what? You're not one anymore. You're a Jungle Ace and that's all that matters."

Kit watched as his friends all smiled and nodded in acknowledgement that he was indeed a Jungle Ace, "Thanks guys…Now lets go and stop Karnage!"

**The Ballroom-**

"Interesting how we always cross each others paths hmmm?" said Karnage.

"Yeah I'm amazed," said Baloo.

"Do you know how I knew you were here?"

"Uh, cause you looked at the guest list?"

Karnage laughed, "No, I know because your navigator is here!"

Baloo felt the blood leave his face and cause him to become lightheaded, "Kit's here?"

Karnage saw the look on Baloo's face and heard his words of disbelief, "You didn't know!"

Baloo took a deep breath and said, "I don't know how but I'm going to stop you Karnage."

"We shall see, we shall see."


	7. Jungle Aces to the Rescue!

"_Pick them up! Knock them down! Hit them hard and make them frown! Over sea! In the sky! Jungle Aces flying high! Flyyyy Aces!"-Jungle Aces Anthem_

**The Tapestry Room-**

"Whoa wait a minute Kit, shouldn't we come up with a plan or something?" asked Tommy.

Kit had taken two steps toward the exit before he was stopped by Tommy's question. The elephant had brought up a good point: They needed a plan; one didn't just wing it in a situation like this, especially when Don Karnage was involved.

"Good point Tommy," said Kit.

"Any ideas guys?"

The other boys looked at the elephant and then at one another. Somebody had to have had a plan.

"One of us can try going out a window and get to the nearest police station," suggested Bert who thought that it would be a more practical thing to do instead of charging right into battle.

But Ernie had other ideas: "Why get the cops? I mean we're already here and all the cops would do is wait around outside until Karnage makes a move. They won't storm the place with all of the hostages. We're in here so we can actually do something! This is our night!"

Bert looked to Ernie and said, "You're crazy aren't you?"

"Ernie's not crazy, he's just love sick!" said Felix.

"Huh?" said Ernie in disbelief, "What are you talking about?"

"Oh come on Ernie, ever since that girl gave you a hug you've been acting like you're some sort of fearless hero or something."

"I don't know what you're talking about Felix!"

"OK then, explain what's gotten into you tonight. You're all about single-handedly going up against bad guys. You're probably hoping that girl will somehow find out and think you're the best thing since sliced bread."

"No way!" protested Ernie who knew that Felix had a good point. Ever since he met the girl he had been feeling different. He felt like nothing could possibly go wrong. He felt invincible. He thought back to when the girl had put her arms around him and had whispered into his ear that he was her hero. There was an electric feeling that had coursed through him when the girl had hugged him and it had taken him fully by surprise. It was a feeling that he wanted to experience again, of course he wouldn't admit it to the guys, after all he couldn't have them thinking he had gone soft. He now figured that if he helped to stop Karnage that she would somehow find out and they would cross paths again. _This way I can find out her name... Why didn't I ask her? _

"Uh Ernie, you still with us?" asked Kit.

Ernie snapped out of his reverie, "What? You say something?"

Kit smiled at the hyena; he had a good idea what was on Ernie's mind, "Never mind."

"What are you smiling at?"

"Oh nothing," Kit laughed.

"Hey no time for love Ernie," said Felix, "We need a plan."

**The Ballroom-**

While the party-goers were busy being terrified by Hal and his three men, Baloo was busy trying to think up a plan.

"Any ideas Baloo?" asked Rebecca.

"Well so far I think that being up here on the stage is a good thing," he said as he pointed out the fact that he, Rebecca, and Molly were now being held up on the stage instead of being kept with the other guests.

"Why?"

"Well we can see everything that's going on and well, uh I think that we can maybe somehow get that guard over there,"Baloo cocked his head in the direction of a scrawny wolf pirate that was standing between them and the edge of the stage, "To fall over the side."

"You mean push him over?"

"Yeah."

"Then what?"

"Well that's as far as I got."

Rebecca rolled her eyes, "Great plan."

"Hey you got any better ideas?"

She looked at him and then noticed that his eyes were staring straight into her's. The two held their gaze for several seconds before she broke off the staring match. _Why is he looking at me like that? Why am I looking at him like that?"_

_She really does have pretty eyes, _Baloo thought to himself, _Stop it stop it!_

"Why were you staring at each other?" asked Molly.

"Uh we weren't," said Baloo a little too quickly.

"Yes you were," said the cub matter-of-factly. You were looking Mommy in the eyes."

Rebecca felt awkward, "Uh Molly, we were just trying to think up an idea, that's all."

"Yeah Molly, we were trying to you know, read each other's minds and figure what we were thinking."

"You can read minds?" the cub asked in wonder.

"Yeah," Baloo joked, "I'm telepathetic.

Rebecca burst out in laughter at Baloo's comment, "You mean telepathic."

"Same thing," Baloo said with a shrug of his shoulders.

"Actually it isn't."

"Well what is it?"

"Its… uh… oh never mind."

Baloo just shook his head, _Women._

Across the room Oscar Vandersnoot was trying to calm his hysterical wife. "Vivian please be calm. They're obviously not after any of us, they're just here for the art and then they'll leave, I'm certain of it."

"If that's the case Oscar then why do they have them up on stage?" Vivian asked as she pointed to Baloo, Rebecca, and Molly.

"Well apparently they remember the pilot. That's Baloo Bruinwald remember dear? He's the pilot who was with Oscar when he was kidnapped and it's a good thing they didn't notice us."

The mention of her little boy's name once more caused Vivian to panic, "Oh God Oscar, what if something happens to us? What will happen to my baby? Who will take care of him and keep him safe?"

Oscar loved his wife, he really did. She wasn't just the woman he loved, she was also his best friend, but she had this maddening habit of being unbearably overprotective of their son. The poor boy was too sheltered and it seemed that his mother was bent on turning him into a sissy. For too long he had sat back and allowed her to manage Oscar Jr's life too zealously. This was why he had allowed the boy to go out tonight with his friends, all against his wife's wishes.

"Dear, he's safe. He's with his friends."

"Safe? With those _friends?" _she said incredulously.

Oscar noticed that she said the word _friends _with distaste.

"They're good kids, they'll watch after him."

"HA!" She said, "They're a bunch of lower class children led by a reckless orphan and an unholy terror," she said referring to Kit and Ernie, "They've probably got him out stealing candy from other kids right now. How are they going to protect my Oscar?"

Oscar had had enough of his wife's hypochondriac hysterics. "Vivian I have news for you: Oscar is twelve now, he's not a baby anymore and if you keep treating him like one then he will grow up to be a sheltered and timid person who will spend his life being bossed around. Now as for his friends, I admit that Kit Cloudkicker may seem to come across as reckless, but that boy helped save our son, and as far as the Spiller boy goes, well he's not an unholy terror, he's just a kid with a big imagination who likes to have fun. You should be glad that Oscar has them as friends."

"But,"

"But nothing Vivian, I am not finished. Oscar needs a mother, not a bodyguard, so stop smothering him and let the boy live his life and have fun and he'll grow up and surprise us in a good way…besides its past ten so he's probably sound asleep in his bed."

Vivian was quiet for a moment and then finally spoke, "Alright, perhaps I have been too protective of him but it's because I love him more than life itself."

"We both do and that's why he loves us."

"You're right, he does need to live his life," she said as the realization of her over-coddling came upon her, "It's a good thing he's home right now."

How wrong they were.

**Underneath the Museum-**

Slash returned to the sewer system with Will in tow. Karnage had sent his second mate to insure that their escape route had not been compromised.

"So you say that Kit and these other kids snuck into the place from here," asked Will.

"Yup, they found us somehow but now they're somewhere inside."

"If the cops knew than they'd be outside ordering us out so I think we're good, that is as long as you and Machine Gun Jack can keep them from escaping."

Machine Gun Jack heard the comment as the pair approached and replied, "I fired off a few rounds at the brats so I'm sure they ain't comin back thisaway."

"Good," said Will who added, "Course the Capt'n wants me down here to make sure you guys are doing your jobs."

"What, he doesn't think we can do this?" asked Slash.

"No," was Will's reply.

**Inside the Museum-**

Don Karnage watched as his pirates pulled painting after painting off of the wall and stole other valuable items, and smiled in satisfaction. Soon he and his men would escape through the sewers and on into the harbor to their waiting ship. On the way they would link up with the stolen bus that Hacksaw had parked inside an empty lot a block from the museum, the explosive-loving pirate had then entered the museum through the sewers and rejoined his comrades.

Once it was time to leave they would take the bus to the ship where Ratchet and Banditsnatch, who had been instructed to wait for Karnage, who had been given the orders to have the ship's engines running as soon as the clock struck midnight. Karnage looked at his gold wrist watch: it was now 11:16 p.m. He and his people needed to be moving soon.

"My pirates, you have exactly 14 minutes until we leave. Now keep plundering! Expect for you two," he said as he pointed to three big pirates, "Continue to look for those brats!"

Gibber approached his boss and whispered into his ear.

"So what if some of the paintings are big?" said Karnage who failed to reason as to why Gibber had commented on the size of the paintings.

Gibber whispered again.

"I understand that they will have trouble carrying them through the sewers but I do not care. Soon we will have them on board the ship and then we will sail out of here and I will be more rich!" said the wolf as he walked away from his assistant.

Gibber watched Karnage walk off and rolled his eyes. _He always bites off more than he can chew!_

**The Ballroom-**

The chance to escape from the airpirates came from two unexpected sources. The first was the mime.

Hal looked at the mime and sneered. He hated mimes because they were so annoying to him. Their silent movements and exaggerated facial expression irked him to the point that he just wanted to pull his pistol out and feed the mime some lead.

"I hate mimes," Hal said to the scared mime, "You are so freakin annoying!"

The mime cringed and began to pantomime begging for mercy by going to his knees and pleading with the pirate to grant him clemency.

Hal laughed at the sight, "That's cute, real cute but its not going to save you!"

The mime brought his hands up to his face and mimicked wiping away imaginary tears.

At this time two more of Hal's pirates walked up to witness the scene.

"He's pretty good at it isn't he?" said a hulking pirate in a red shirt and horned helmet.

"He's pretty annoying is what he is Tiny," answered Hal.

"Gonna do him in Hal?" asked the third pirate, a muscular bear named Screwdriver who was impressed that the mime was staying in character despite being threatened.

"I think so," Hal said to Screwdriver. He addressed the crowd, "What do you guys think? Should I shoot him?"

"You're sick!" yelled Uncle Redmond.

"Yeah sick of this mime!"

The mime continued to quietly wail and shed his imaginary tears.

Up on the stage Baloo noticed that the guard who was charged with watching he, Rebecca, and Molly was now distracted by the scene on the Ballroom floor. _All I got to do is push him off and then maybe everyone else will jump in!_

Baloo tensed up in preparation of his move. Suddenly the lights went out. This was the second thing that prompted their escape the mime's distracting of the other pirates being the first.

**The Electrical Room-**

Kit and Sam were inside the room that controlled the building's power and utilities and had decided that the best thing to do was create confusion among the pirates by shutting off the power.

"Good thing that Karnage and his guys are too busy stealing everything instead of guarding this place," said Kit.

"They're not too smart are they?" asked Sam.

"Maybe one or two but the rest are too greedy to be smart."

"Oh, I'm not smart am I?" came a gruff sounding voice.

Kit and Sam turned to face a hulking wolf.

"Hi Thickblade," said Kit.

"Hello Kit, hello Kit's friend," said Thickblade, "Ready to get hauled back to the _Iron Vulture _and scrub her until your knees bleed?"

Kit and Sam took a defensive step back as the big pirate walked toward them. Kit spoke, "You're not too smart cause you just walked into a trap!"

Suddenly the pirate yelped in pain and was pushed down by the other boys. Felix, Tommy, and Bert jumped onto the pirate and held him down. Bert reached his hands around the pirate's face and clamped them over his mouth long enough to cause the pirate to pass out.

Kit and Sam watched as Ernie walked into the room and up onto the pirate's back. The hyena stood on top of the pirate and smiled in satisfaction, "Well what are you two waiting for? Turn out the lights!"

**The Ballroom-**

As soon as the lights went out Baloo thought to himself, _That's gotta be Kit!_

Suddenly a yelp caught Baloo's attention and a moment later the sounds of people shouting and fighting broke out.

"Get moving you big lug," Rebecca said jokingly as she reached out and grabbed Baloo by the arm.

"What about the pirate?"

"He's on the floor."

"You pushed him off?"

"Well someone had to get this going," Rebecca laughed and then grabbed both his hand and Molly's, "Now lets get going!"

_She really is something!_

** The Hall of Modern Art-**

Don Karnage was busy scoffing at the 'Modern Art' and wondering how anyone could confuse odd random shapes for art when the lights went out. Startled, he tripped over his own feet and fell to the floor. He pushed himself up and yelled to his men, "Pirates! Stop those boys!"

**The Ballroom-**

Hal was just about to clock the mime in the face when the lights went out. He went ramrod stiff and was about to call out to his men when he received a sharp kick to his ankle. He yelped and went down to a knee where he then received a foot to his chest that sent him onto his back.

As soon as the lights had gone out Taylor had stepped through the crowd and to the mime's side and delivered a swift kick to the big pirate cat's right ankle. He then planted a kick in the pirate's chest and sent him onto his back.

Although the power was out there was still enough light filtering in from the skylights that Baloo was able to make out the scene before him. It looked as though some of the more daring members of the crowd had taken the initiative and seized the opportunity to turn on their pirate captors.

"What's going on?" Baloo called loud enough to be heard by Taylor.

"We're stopping the pirates!" came Taylor's reply.

On the floor Hal struggled to get up. There were a number of party-goers holding him down and he had to fight tooth and nail to get up. He rolled to his side and managed to free himself. He reached for his pistol but found that it wasn't there. He looked around, there was just enough light in the room for him to make out what was going on, and saw that a cowboy-dressed fox was pointing his own pistol at him.

"Freeze partner," said Taylor to the big pirate.

Hal didn't bother to freeze, terrified he stood and turned tail and began to run but tripped over something. He fell hard to the floor and then looked back in the direction he had run. He squinted hard in the dimly lit room and managed to make out the figure of the mime who stood pointing at him and laughing silently. The mime had tripped the pirate.

"I hate mimes," Hal said as he got up and booked it out of the room, leaving his three men behind.

Baloo turned to Rebecca and Molly, "Rebecca it looks like things might be getting a little more crazy here. I'm going to help Taylor and the others so just stay here and you'll be safe OK?"

Rebecca looked at her friend and managed to make out the look of concern in his eyes. She knew that he would do everything he could to make sure she and Molly would be safe. She smiled gently at him and then gave him a soft kiss on the corner of his lips.

"For luck," she said as she pulled away from him.

Baloo pulled back from Rebecca and Molly and ran in the direction of Taylor. As he ran it finally dawned on him that Rebecca had kissed him, _Did she just kiss me?_

**The Entire Museum-**

** Pirates-**

Don Karnage was absolutely irate; the lights were out, no doubt due to his ex-protégé, his pirates were running around like chickens with their heads cut off, and worse the hostages had started something in the ballroom.

"What is going on!" he yelled out.

"The power is out!" replied Dumptruck.

"No kidding you idiot!"

"Capt'n," Maddog said in his whiny voice, "The hostages have got our guys!"

"Hal will pay for his failure!"

If there was enough light for Karnage to see well he would've seen that his comment brought a smile to Maddog's face.

**Jungle Aces-**

The six members of the Jungle Aces and their two friends spilt up into two groups. Kit took Oscar, Felix, and Tommy while Ernie led Sam, Bert, and Chip.

Kit took his group toward the Ballroom while Ernie and his guys ran off to see about stopping any pirates. Unfortunately in all of the confusion no one had decided to try and get out of the building for help.

"Kit do you think my parents are safe?" asked Oscar.

"If Baloo is in there then I'd say they are!"

**Party-goers-**

"I'm going to see about getting all these people out of here," Taylor said to Baloo.

"Not yet, Karnage and his guys are still here so it's not safe."

"OK then now what?"

"I need to go and stop him."

"Not on your own you don't," said Taylor with a goofy smile that was barely visible in the dark.

Before Baloo could say anything the lights went on.

Little did they know Wildcat had nonchalantly slipped away and found the electrical room…and the unconscious pirate that lay there. The lion tripped over the prone and pirate fell against the bank of control levers. He reached out and just happened to grab the light control switch. His hand brushed it up and instantly the building lit up.

The light woke the pirate who then raised his head and saw a scientist staring down at him.

Wildcat looked down at the pirate and grabbed a nearby fire extinguisher and pointed it at the pirate.

Thickblade the pirate looked into the open end of the extinguisher and said to the scientist in a cold voice, "You better not…" and was instantly hit in the face by the fire retardant substance. He jump up to his feet and ran toward the scientist.

Wildcat saw the pirate come toward him and he swiftly moved out of the way, allowing the pirate to slam right into the control bank. The pirate staggered back and fell to the floor in an unconscious heap.

**Pirates-**

Karnage's eyes squinted hard as the lights came back on unexpectedly. He looked around and saw a troop of four boys go running by.

"Boy!" he screamed as he noticed Kit Cloudkicker. The boy looked in his direction, stuck out his tongue, and ran toward the ballroom. "After him, after him!"

"Boss don't," screamed Hal, "Those people rioted and got the others and their weapons."

"Fool!" screamed Karnage, "You have failed you ignoramus! You make Maddog look good!"

"But Capt-"

"Don't you 'But Captain' me Ha,l if my genius plan is ruined I will make you swab the entire _Iron Vulture _with a Q-Tip! Now stop those boys!"

**Party-goers-**

Kit and his friends ran into the ballroom and saw that the party-goers had taken control of the situation there.

"Baloo," Kit called out.

Baloo looked toward the room's entrance and saw a figure in a Cape Suzette Pilot's baseball uniform, "Kit what are you doing here?"

"We're here to help!"

"Kit there you are I was looking all over for you," shouted Molly who stood huddled next to her mother.

The boy's face brightened as he saw the little fairytale princess, "Aren't you supposed to be in bed?"

"I wanted to find you and have more fun!"

"Mother, father," Oscar called out.

"Dear that sounds like Oscar!" Vivian said to her husband, "My baby where are you?"

Oscar heard his mother's voice from across the room and was about to go to her when he saw one of the captive pirates force his way away from the crowd and pull out a long, curved blade that had been hidden in a boot. The pirate moved fast and went for the nearest person he could get: Rebecca.

**Ernie's Group-**

Ernie and his friends found themselves staring at a massive great dane in a top hat and a scrawny dog with a droopy mustache.

"Look Dumptruck it's a bunch of those kids!"

Dumptruck took a menacing step toward the boys but soon stopped as a makeshift sword was jabbed in front of his face. The weapon stopped an inch from his nose.

"En Garde!" said Ernie who then looked over his shoulder at his friends, "See fellas, this pirate knows better than to mess with m-WHOA!"

Once the floppy hat wearing boy had looked away Dumptruck moved away from the blade and to the side of the boy and grabbed him by the scruff of the neck and lifted him up off the floor.

"Der you shouldn't play with swords," Dumptruck said as he wrenched the foil from Ernie's hand and tossed it to the floor.

"Let me go you big blockhead!" yelled Ernie.

The big pirate obliged and dropped the boy onto his bottom causing him to land with a yelp.

"We should take them prisoner Dumptruck," suggested Maddog as he moved toward the boys.

The big pirate smiled and lunged toward the boys.

**Party-goers-**

One second Rebecca was watching Kit and his friends come bounding in and then next she had a knife to her throat.

"Don't any of you do anything stupid or else the dame gets it!" threatened the pirate.

Baloo ignored the pirate's words. He moved faster than he thought he was capable of moving and grabbed the pirate by wrist and pulled him and his knife away from Rebecca then his fist connected with the pirate's face.

Rebecca watched in amazement as the normally slow moving Baloo reached out and saved her from the pirate who was then sent to the floor with a right hook. Her eyes met Baloo's, _He just saved my life!_

Baloo looked into Rebecca's eyes and saw that she was staring at him in amazement. Her big brown eyes seemed to look right into him.

The pirate on the floor wasn't finished however, he reached for his blade and lunged for the pair…but was stopped by an old heirloom knight's helmet. His hand crashed into the metal and instantly three of his fingers were broken. He dropped the knife, fell back, and cradled his wounded hand.

Rebecca tore her gaze from Baloo and looked down at Oscar Vandersnoot who stood holding his helmet. The boy looked up at her and smiled, "I got him!"

Rebecca went to her knees in front of the cub and kissed him on the cheek, "My knight in shining armor!"

Oscar was completely stunned by the kiss and he felt himself blush, "Wow," was all the boy could say.

Kit laughed at the sight and then looked to Baloo, "Don Karnage is still here."

"I'm on it," said Baloo who looked back to Rebecca and wondered why she didn't kiss him again for saving her from the pirate's blade the first time, _Oh well, she's just my boss._

Baloo, together with Taylor, two other party-goers who had taken the captured pirates' rifled and walked out of the room on their way to stop Karnage.

Oscar was still swooning when his mother and father found him.

"Oscar my baby are you alright?" wailed his mother as she wrapped her arms around him. She then looked at Kit and said, "You got him into this didn't you?"

"Me?" Kit said as he was caught off guard by Mrs. Vandersnoot's words.

"Vivian," warned her husband.

Vivian's tone softened and she said kindly, "Thank you for helping Oscar to finally protect someone else."

Kit smiled at Mrs. Vandersnoot and said, "Well he learned from the best," and then he was off with Tommy and Felix.

The kind words made Vivian Vandersnoot smile, maybe this Kit Cloudkicker was really the right kind of friend for Oscar. She turned to Rebecca and said, "How would you like to fly our products for us on a regular basis Ms. Cunningham?"

Rebecca was thrilled to be able to get business from the owners of Cape Suzette's largest fabrics company, "Come by the office on Monday and will work out the details."

**Ernie's Group-**

The boys backed away from Dumptruck and right into Don Karnage.

"Ah-ha, if it isn't a group of diminutive juvenile delinkety-winks! Now where is your friend Kit?"

The boys looked up at the pirate lord who stood with his cutlass at his side. The wolf was soon joined by a crazy-eyed dingo with explosives strapped to his arms.

"You're Don Karnage," said Chip.

"The one and only," Karnage answered proudly.

"You don't look so scary in real life."

"What?" Karnage said to the ostrich, "How dare you insult I you insolent little child!"

While Chip was distracting Karnage, Ernie jumped across the floor and grabbed his sword and ran at Karnage.

Karnage watched as a little hyena in a musketeer outfit came at him with a foil. The wolf sprung into action and cut the blade in two.

Ernie stared at his ruined foil. It had been cut to the point where there was only five inches remaining attached to the handle, "You jerk that took me over an hour and a half to make!"

Karnage laughed, "You have much to learn about sword play."

Ernie felt his blood boil. He rotated the foil upside down in his hand and jumped down. He plunged the ruined blade into the pirate's thick boot.

Karnage screamed in pain as the boy stabbed his foot. The blunted weapon didn't pierce either his skin or his boot but it was brought down with enough force to severely bruise his foot. He jumped up and grabbed his foot with his hands and he hopped up and down and cursed at the boy in his native tongue.

Maddog, Hacksaw, and Dumptruck went after the other boys who dodged their larger pursuer's attempts to grasp them.

Sam saw an opportunity to escape and made a break for it. He past a short, older pirate who carried a framed portrait of a smiling woman and went down the hall toward the main entrance. The little rabbit narrowly avoided the pirate stationed at the entrance and went out the door. He tore down the street in search of the nearest policeman.

The pirate at the door looked over his shoulder and yelled at the top of his lungs, "WE GOTTA GO!"

A moment later the clock struck midnight.


	8. The Witching Hour

"_Tis now the very witching time of night, when churchyards yawn and Hell itself breathes out contagion to this world"-William Shakespeare_

**Baloo's Group-**

All across the museum clocks were announcing the coming of the midnight hour.

Baloo, Taylor, and two more men, a lion named Leroy who was dressed as a Civil War general and a wolverine named Alex who was clad in a fireman's uniform, ran down the hallways in search of Karnage. They ran passed a lone airpirate who carried a small sculpture of an ancient Greek goddess that was valued at over half a million dollars. The pirate didn't even seem to notice the group as he continued on his way toward the stairs.

"Should we stop him?" asked Leroy as he saw the pirate go down the steps.

"No we got bigger fish to fry," answered Baloo. Karnage was that big fish.

"Baloo wait up!" cried Kit as he and his friends struggled to catch up.

"I thought you were back in the ballroom Kit."

"Nope we're going to help stop Karnage."

Baloo smiled at his navigator and knew that even if he told Kit and his friends to go back to the relative safety of the ballroom, the boy wouldn't listen. He was determined to help his Papa Bear as much as he could.

"Something told me you were gonna say that Lil Britches."

The boy looked at his Papa Bear and smiled.

**Pirates-**

Don Karnage heard the clock strike midnight and he smiled sinisterly at the boys, "It's the witching hour!"

Ernie looked defiantly at the wolf and said, "Then I guess you're a son of a witch!"

"You impudent little brat!" Karnage said and made to swing his cutlass at the boys but was stopped by the appearance of Baloo and several others, including Kit.

"Well this night has gotten interesting. Hacksaw, blow them up."

Baloo watched the insane dingo reach for a stick of dynamite and light it.

"Bye bye," said Hacksaw who tossed the explosive toward Baloo and his group.

**Downtown-**

Sam sprinted down the streets as fast as he could in search of the nearest police precinct. He didn't have to go far to find the cops, they found him.

"Hey kid get back here," yelled Officer O'Grady to the running boy, "It's after curfew."

The officer and his younger partner, Officer Byrd were surprised that the boy ran to them.

"Officers, you-you need," Sam panted, "There's there's air-air pirates!"

Both officers looked at the panting boy in the sailor outfit with skepticism.

"Airpirates you say?" said O'Grady.

"Ye-yes officer."

"And where are these airpirates?"

"At, at the Museum."

"Which museum kid, there's a lot of them in this burg," said Byrd.

"The Fine Arts Museum and they got hos-hostages."

"Maybe you should come back to the station with us," said O'Grady.

Sam sensed that this was going nowhere, "Just follow me," he said and took off back toward the museum.

"Byrd go after him," said O'Grady, "I'll call up the duty officer and let him know we got some kid breaking curfew."

Byrd reluctantly followed his superior's orders.

**The Ballroom-**

"Rebecca maybe we should get out of here," said Erin, "The mayor seems to want to leave.

Rebecca looked at the mayor who was talking with other prominent guests about making a break for it. Unfortunately she like everyone else had no idea what was going on inside the rest of the museum.

"We should stay here until Baloo and Taylor get back," Rebecca said.

"You're friend is a good man Rebecca," said Aunt Veronica.

"Yes he is Aunt Veronica."

"You two seem like you'd make a nice couple."

Rebecca was taken aback by the woman's comment, "Me and Baloo?"

Aunt Veronica laughed, "Don't look so surprised dear, haven't you noticed that he's been looking at you a lot tonight?"

Aunt Veronica was on to something; Baloo had been looking at her a lot tonight…in an unusual way. She looked to Erin and saw that her best friend was smiling.

**Baloo's Group-**

Baloo and the others watched in terror as the burning stick of dynamite came toward them. The flaming explosive seemed to move in slow motion as it neared its target. Baloo grabbed Kit and began to move away but there was no way they'd make it out of the blast radius in time. He closed his eyes and waited for the blast.

Suddenly a whooshing sound filled his ears. He opened his eyes and saw the stick fall to the floor from a cloud of white. The fuse was no longer burning. Baloo looked around and saw Wildcat holding a fire extinguisher and smiling.

"Hi Baloo!"

**14****th**** Precinct-**

Detective Lieutenant Jack Thursday sat at his desk drinking a cup of black coffee to help keep him awake as he went over his paperwork. The small dog had volunteered to take 24 hour desk duty tonight to avoid having to get up every few seconds to hand out candy to trick or treaters. He also needed to catch up on his paperwork; he was almost done typing up a report on a robbery case when an officer came over the radio.

"Desk Officer this is Officer O'Grady, come in."

Thursday grabbed the mike, "This is the Desk Officer."

"Sir we got a juvenile suspect that is breaking curfew. My partner is in pursuit."

Thursday sighed, _He called me for this? _"OK Officer O'Grady, catch him and bring him back here and we'll notify his parents to come pick him up."

"There's one more thing sir."

"Yes?"

"He said that there are airpirates at the Fine Arts Museum."

"If that's so don't you think the cliff guns would've been going off? Interceptor Command didn't send any planes up either."

"That's what he said sir."

Thursday took a deep breath, _This is ridiculous…but I need to something to keep awake, _"OK O'Grady, I'll check it out."

"Going somewhere Sir?" asked Officer Baedger.

"To the museum," he said to the badger corporal.

"I'll drive," said Baedger.

**Pirates-**

As soon as Hacksaw tossed the dynamite, Karnage had walked off. He was soon surprised by the fact that there was no explosion.

"What happened to the big boom?" he asked.

Hacksaw looked at him in wonder and the turned and readied another stick. He was about to throw it but was stopped by Karnage who grabbed his wrist.

"Don't!" said Karnage as he noticed that Salty was walking between Karnage and Baloo.

The old pirate was carrying an oil painting, a painting that was arguably the most famous painting in the world. Karnage knew what it was the moment he saw the smiling woman lion in the black dress. The image smiled enigmatically at the pirate lord. There was no way possible that he could allow harm to befall this painting.

Salty stopped and saw that he was in the middle of two groups of people. He spun around and saw a group of costumed people and among these was the crew's old cabin boy Kit.

Taylor looked closely at the painting in the old pirate's hands and he blinked in amazement. It couldn't be…but it was. The world's most famous painting was being temporarily housed at the museum as it was on loan from the most renowned of all art museums, the Louvre in Paree. The painting was the world-famous _Mona Lisa._

Everyone focused their attention on the painting. Even if a person wasn't knowledgeable about art they would still recognize this painting and as such everyone was in awe to be in the presence of the masterpiece. The bad thing about being so engrossed with the painting was the fact that everyone forgot about the burning stick of dynamite in Hacksaw's hand, even Hacksaw himself.

Finally Chip noticed the burning stick of dynamite, "THROW IT AWAY!"

Hacksaw looked up at his arm and saw that the dynamite was a split second from detonating. He panicked, turned away, and threw the stick through a window and out of the building where it detonated with a big bang.

**Sam-**

Sam ran as fast as he could from the pursuing police officer. His plan was to lure the policeman all the way to the museum and show him that he was telling the truth about what was going on there. He pushed himself to the limits of his strength but he was beginning to tire. He looked over his shoulder and saw that the young policeman was gaining on him.

Sam knew he couldn't keep up much longer and finally he slowed enough to allow the policeman to catch up.

"Do you know that I can arrest you for running away from a policeman?" Officer Byrd said to Sam.

Sam was about to answer when the sound of an explosion caught his and the policeman's attention.

"Believe me now?" Sam asked the officer.

"OK," said Officer Byrd as he determined the sound of the blast to have come from the direction of the museum, "I believe you."

**The Museum-**

As soon as the dynamite had blown Baloo looked at Chip and said, "Nice thinking buddy!"

Chip smiled and then noticed that Don Karnage and his men were looking right at them, "I think we're in trouble.

"Yes you are," said Karnage, "Pirates get them."

"Not so fast Karnage," Taylor said as he, Leroy, and Alex pointed their captured rifles at the pirates.

Karnage pretended to be scared, "Oh I am so scared!"

"You should be," said Alex as he pointed his rifle at Karnage.

All of a sudden Karnage felt really nervous. The rifle-toting wolverine looked serious. "Ah perhaps we can negotiate."

Outside sirens began to wail.

"I think the police are here," said Wildcat.

"The game's over Karnage," Baloo said.

"Yeah we're going to be the people who finally capture Don Karnage!" Taylor said with a smile.

Things were looking pretty bad for Don Karnage: he was being threatened with a rifle, his men weren't doing anything, and to top it all off, the cops had arrived.

Kit trotted over to a nearby window and saw several police cars pulling up,  
"Looks like the cavalry has arrived!"

Maddog looked around at his fellow pirates and saw that none of them was making any move. The Captain was rooted to the spot, Dumptruck was looking at Karnage with an expectant look, Hal looked dumbfounded, and Salty just stood there holding the Mona Lisa. Maddog looked around the room and then up at the chandelier that hung from the ceiling. An idea crossed his mind.

"Hey watched out!" Maddog yelled.

The pirate's words caught everyone's attention including Alex who shifted his rifle away from Karnage for a split second and that split second was all it took for the wolf to move out of the way.

Maddog fired his weapon at the chandelier and instantly the heavy glass object fell from the ceiling and hit the floor between the two groups.

Salty looked up at the ceiling and saw the chandelier falling towards him. He reacted by throwing the painting up and out and running out of the chandelier's path.

Kit watched the priceless painting sail through the air and head toward a nearby staircase. If it hit then the painting could be badly damaged by the impact. Without thinking the boy whipped out his airfoil, clicked it open and went after the painting.

Baloo and the others watched as Kit went after the_ Mona Lisa_. They saw the cub jump onto the staircase's handrail and slide down it on his airfoil.

Kit stood on his airfoil as he slid down the rail toward the painting. He gained on the spinning painting and reached out to grab it. He pulled the paining to his chest and sailed right off the rail and onto the floor. He pitched forward off of his airfoil and went sailing head first toward the floor. He managed to twist his body around and land on his back and saved the _Mona Lisa_ in the process.

Kit slid across the floor and came to a stop next to a sculpture of a tiger woman that was missing both arms. He looked at the base of the artwork and read the name: _Venus de Milo._

While almost everyone was watching Kit make his save, Karnage took the advantage and blew past Baloo and his friends with his men in tow. Hacksaw tossed a smoke grenade that covered their tracks.

**Outside the Museum-**

"Attention, this is Detective Thursday of the Cape Suzette Police Department, we have the building surrounded. Come out with your hands up!"

"I don't think they're going to listen to you sir," said Officer O'Grady.

Thursday looked to the policeman, "I know but it's just a formality I have to go through."

Sam looked around and saw that a bunch of onlookers were starting to form up outside of the police cordon. Among them was a hyena girl in an angel's costume that was looking at him.

**The Museum-**

Kit lay on his back and watched as Don Karnage and his men ran down the stairs on their way to the basement. The pirates ignored him as they made for their escape. He looked up the stairs and saw a heavy cloud of smoke come wafting down. Out of the smoke came Baloo and his friends.

"You OK Kit?" asked Baloo who went to his knees and slid next to Kit.

"I'm fine Papa Bear, just a little sore."

"That was some catch, Lil Britches; I think I hear the majors calling!"

Kit smiled and sat up, "We better go and stop Karnage."

**The Basement/Sewers-**

Don Karnage was absolutely furious that his brilliant plan was falling apart, but at least some of his men had managed to hold onto some of their plunder.

As they ran Karnage looked over his shoulder to Maddog, "Good work Maddog, you did a smart thing back there."

Maddog smiled, "Really? Does this make up for the thing with the Navy planes?"

Karnage thought a moment. Maddog had made a rather poor decision the other day but that had now been erased by his quick thinking actions. He had caused a distraction that had given him and his fellow pirates the opportunity to escape.

"It does Maddog," said Karnage.

Maddog smiled and called out to Hal, "Hey Hal you can eat your scarf now!"

Hal scowled and then reluctantly pulled his scarf off and took a bite.

**Outside the Museum-**

Sam walked up to the angel, "Hi!"

The angel looked at him with surprise, "Oh hi! Wow I thought you looked familiar. Where are your friends?"

"They're inside."

"In there?" she asked pointing to the museum.

"Yup."

"Oh my gosh how?"

"We went after the airpirates. Don Karnage is in there and we went to stop him and I managed to get out and bring the police."

"And all of your other friends are still inside? Even Ernie?"

"Yes," said Sam, "How'd you know Ernie's name?"

"I heard some of you saying it back at the park."

**Baloo's Group-**

Baloo and the others charged down the stairs and into the basement after the pirates. They were just about to round the corner and enter the sewer when a stick of dynamite rolled out.

"DUCK!" yelled Baloo and his friends responded in kind…except for Tommy.

Tommy picked up the stick and threw it straight into the tunnel where it blew up.

The pressure of the blast knocked the pirates to the floor.

The machine gun carrying pirate got to his feet and fired off a spray of rounds down the tunnel that, fortunately for Baloo and the others, failed to hit anything.

"I don't think we should go after them," said Leroy, "Not with the machine gun and bombs."

"You're right," said Baloo, "The cops can handle this."

**Outside the Museum-**

Det. Thursday watched as the doors to the museum swung open.

The voice of the mayor called out, "Don't shoot! It OK, it's us…and we have three pirate prisoners!"

Thursday saw the mayor and a host of costume wearing party-goers step out and come down the stairs with the captives being led before them.

"Where's Karnage?" asked Thursday.

"He escaped Detective," said Baloo as he recognized the detective.

"Well well well, if it isn't Mr. Bruinwald, I take it you had something to do with this."

"Something like that."

"Hi Detective Thursday," said Kit.

"Hello Mr. Cloudkicker, I imagine that you had a part in this too."

"Something like that."

Thursday looked at Baloo and cocked an eyebrow, "When did you start working as a waiter?"

**The Docks-**

The pirates drove across the town in their captured bus and kept to the speed limit to avoid attracting any police. Soon they arrived at their destination.

Karnage jumped out and walked to the waiting boat and the two pirates who stood looking from its prow.

"How'd it go Capt'n?" asked Ratchet.

"I don't want to talk about it."

**Outside the Museum-**

Rebecca, Molly, Erin, and Aunt Veronica and Uncle Redmond ran up to Baloo.

Without thinking Rebecca threw her arms around Baloo's neck and gave him a hug. "I'm so glad you're safe!"

"Uh, thanks," said Baloo who then looked her in the eyes and said something that surprised both of them, "You want to go get dinner sometime?"

"I'd like that very much," Rebecca said with a smile.

Kit stood looking at the pair who had just ended their hug and he laughed.

"What are you laughing at Kit?" asked Baloo.

Kit just looked up at Baloo and smiled mischievously.

**The Harbor-**

Karnage looked back at the city skyline and pouted in frustration. He had had a plan that was so audacious and so brilliant that he was certain that it would work but due to the interference of Baloo and his sidekick Kit Cloudkicker he had been foiled.

Gibber approached him and held up a painting.

Karnage looked at the painting: it was a nighttime scene of a small, starlit village. A big yellowish Moon hung in the upper right corner of the painting and a large, oddly-shaped tree stood in the left foreground. The colors had a fantastical swirl to them that gave the image an almost whimsical quality. He looked at the name plate on the painting's frame and read the inscription: _Starry Night-V. Van Goat. _Karnage's eyes widened.

"You took this?" he asked Gibber.

Gibber nodded with a big smile on his face.

Karnage smiled at this sudden return to good fortune, "This was the best Halloween ever!"

**Outside the Museum-**

"Heya Kit, heard you had quite the adventure in there," asked Jimmy Leopardi.

Kit looked at the little leopard who had stepped out of the crowd. He hadn't realized how long he had been there as he had blended in with all the real policemen.

"It was one heck of a night Jimmy."

"Tell me about it," laughed Jimmy, "Take a look at Spiller over there."

Kit looked and saw that Ernie was taking a cautious step toward a girl in an angel costume.

"It's the girl!" Kit said.

"Looks like Ernie had a good Halloween."

Ernie slowly approached the girl. He was amazed by her sudden appearance and the look he had on his face was evident to the girl.

"I live around here and I heard the commotion so I came over here and found your friend Sam," she said, "He told me you were in there."

"Wow you're a sight for sore eyes," Ernie said and then felt like a fool for saying something so dumb.

She laughed and said, "So you're Ernie."

"You know my name? Did Sam tell you?"

"No, I heard your friends calling your name while we were in the park."

"Oh OK," he said, "I never got your name."

"Emily," she said.

"That's a pretty name!" he said a little too quickly, "Uh I meant to say you're pretty-I mean it's a pretty neat name, uh," he stammered unsure what to say next. His heart was beating in his chest like a jackhammer, "I uh, well I'm glad that you're here and I uh, I uh...I'm looking like a fool aren't I?"

She giggled and took his hands in hers, "You're looking like a hero."

Ernie felt the blood rush to his face, "I know this little place that has really great malts, want to go with me sometime?"

Emily looked at the boy who wore a goofy and nervous expression on his face and said to him, "I'd like that very much," then she leaned forward and kissed him on the cheek.

As the kiss ended, Ernie stood there with a goofy smile on his narrow face and thought to himself, _Wow._

Kit looked over at his best friend and smiled, "Way to go Ernie!"

Ernie looked to Kit, smiled, and winked.

Later on it was discovered that some items including one painting, a work by Vincent Van Goat that was valued at over $2 million dollars, had been stolen by Karnage but despite this the work of Baloo and his friends had garnered much praise from the museum staff as well as the city government. They were hailed by the museum as heroes and had been featured on the cover of all the major newspapers in the city. As such more business was brought to Higher for Hire which made Rebecca happy. In a few days she and Baloo enjoyed dinner together at a fancy restaurant where, to Baloo's enjoyment, he was NOT confused as a waiter.

At the present however Kit stood near the museum with his friends and watched the scenes going on around him: Three captured pirates being led away in a police paddy-wagon, Baloo and Rebecca being close, Ernie getting kissed and looking like he had been struck by lightning, Erin, Taylor, and Taylor's Aunt and Uncle talking with the mayor, and Tommy and Chip being unanimously proclaimed members of the Jungle Aces Secret Midnight Club by the other club members.

Kit smiled at everything and realized that despite all of the unforeseen things that had come up it had been a great night, he even had managed to get his bag of candy back from inside the museum. He looked at everyone and called out to the crowd in a cheerful voice, "HAPPY HALLOWEEN!"

"_Nothing on Earth so beautiful as the final haul on Halloween night"-Steve Almond_


End file.
